Document and Entity Information - shares |
3 Months Ended | |
|---|---|---|
Mar. 31, 2018 |
May 07, 2018 |
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| Document and Entity Information | ||
| Entity Registrant Name | Exela Technologies, Inc. | |
| Entity Central Index Key | 0001620179 | |
| Amendment Flag | true | |
| Amendment Description | This Amendment No. 1 to the Quarterly Report on Form 10-Q/A ("Amendment No. 1") of Exela Technologies, Inc. (the "Company") is being filed to amend the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 2018, which was originally filed with the Securities and Exchange Commission (the "SEC") on May 10, 2018 (the "Original Filing") to correct a scrivener's error in the presentation of net loss per share in the Original Filing by moving the placement of the decimal from (1.64) to (0.16) for the three months ended March 31, 2018, and from (2.45) to (0.24) for the three months ended March 31, 2017. For the convenience of the reader, this Amendment No. 1 restates in its entirety the remainder of Original Filing, and no other changes have been made to the Form 10-Q. | |
| Current Fiscal Year End Date | --12-31 | |
| Document Type | 10-Q/A | |
| Document Period End Date | Mar. 31, 2018 | |
| Document Fiscal Year Focus | 2018 | |
| Document Fiscal Period Focus | Q1 | |
| Entity Current Reporting Status | Yes | |
| Entity Filer Category | Accelerated Filer | |
| Entity Common Stock, Shares Outstanding | 152,379,013 |
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- Definition Description of changes contained within amended document. No definition available.
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- Definition If the value is true, then the document is an amendment to previously-filed/accepted document. No definition available.
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- Definition End date of current fiscal year in the format --MM-DD. No definition available.
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- Definition This is focus fiscal period of the document report. For a first quarter 2006 quarterly report, which may also provide financial information from prior periods, the first fiscal quarter should be given as the fiscal period focus. Values: FY, Q1, Q2, Q3, Q4, H1, H2, M9, T1, T2, T3, M8, CY. No definition available.
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- Definition This is focus fiscal year of the document report in CCYY format. For a 2006 annual report, which may also provide financial information from prior periods, fiscal 2006 should be given as the fiscal year focus. Example: 2006. No definition available.
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- Definition The end date of the period reflected on the cover page if a periodic report. For all other reports and registration statements containing historical data, it is the date up through which that historical data is presented. If there is no historical data in the report, use the filing date. The format of the date is CCYY-MM-DD. No definition available.
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- Definition The type of document being provided (such as 10-K, 10-Q, 485BPOS, etc). The document type is limited to the same value as the supporting SEC submission type, or the word "Other". No definition available.
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- Definition A unique 10-digit SEC-issued value to identify entities that have filed disclosures with the SEC. It is commonly abbreviated as CIK. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition Indicate number of shares or other units outstanding of each of registrant's classes of capital or common stock or other ownership interests, if and as stated on cover of related periodic report. Where multiple classes or units exist define each class/interest by adding class of stock items such as Common Class A [Member], Common Class B [Member] or Partnership Interest [Member] onto the Instrument [Domain] of the Entity Listings, Instrument. No definition available.
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- Definition Indicate "Yes" or "No" whether registrants (1) have filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that registrants were required to file such reports), and (2) have been subject to such filing requirements for the past 90 days. This information should be based on the registrant's current or most recent filing containing the related disclosure. No definition available.
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- Definition Indicate whether the registrant is one of the following: (1) Large Accelerated Filer, (2) Accelerated Filer, (3) Non-accelerated Filer, (4) Smaller Reporting Company (Non-accelerated) or (5) Smaller Reporting Accelerated Filer. Definitions of these categories are stated in Rule 12b-2 of the Exchange Act. This information should be based on the registrant's current or most recent filing containing the related disclosure. No definition available.
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- Definition The exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- References No definition available.
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| X | ||||||||||
- Definition Carrying value as of the balance sheet date of liabilities incurred (and for which invoices have typically been received) and payable to vendors for goods and services received that are used in an entity's business. Used to reflect the current portion of the liabilities (due within one year or within the normal operating cycle if longer). Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition Amount due from customers or clients, within one year of the balance sheet date (or the normal operating cycle, whichever is longer), for goods or services (including trade receivables) that have been delivered or sold in the normal course of business, reduced to the estimated net realizable fair value by an allowance established by the entity of the amount it deems uncertain of collection. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition Carrying amount as of the balance sheet date of the unpaid sum of the known and estimated amounts payable to satisfy all currently due domestic and foreign income tax obligations. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition Carrying amount as of the balance sheet date of the unpaid sum of the known and estimated amounts payable to satisfy all domestic and foreign income tax obligations due beyond one year or the operating cycle, whichever is longer. Alternate captions include income taxes payable, noncurrent. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition Carrying value as of the balance sheet date of obligations incurred and payable, pertaining to costs that are statutory in nature, are incurred on contractual obligations, or accumulate over time and for which invoices have not yet been received or will not be rendered. Examples include taxes, interest, rent and utilities. Used to reflect the current portion of the liabilities (due within one year or within the normal operating cycle if longer). Reference 1: http://www.xbrl.org/2003/role/presentationRef
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| X | ||||||||||
- Definition The total of net gain (loss), prior service cost (credit), and transition assets (obligations), as well as minimum pension liability if still remaining, included in accumulated other comprehensive income associated with a defined benefit pension or other postretirement plan(s) because they have yet to be recognized as components of net periodic benefit cost. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition Accumulated adjustment, net of tax, that results from the process of translating subsidiary financial statements and foreign equity investments into the reporting currency from the functional currency of the reporting entity, net of reclassification of realized foreign currency translation gains or losses. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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| X | ||||||||||
- Definition Accumulated change in equity from transactions and other events and circumstances from non-owner sources, net of tax effect, at period end. Excludes Net Income (Loss), and accumulated changes in equity from transactions resulting from investments by owners and distributions to owners. Includes foreign currency translation items, certain pension adjustments, unrealized gains and losses on certain investments in debt and equity securities, other than temporary impairment (OTTI) losses related to factors other than credit losses on available-for-sale and held-to-maturity debt securities that an entity does not intend to sell and it is not more likely than not that the entity will be required to sell before recovery of the amortized cost basis, as well as changes in the fair value of derivatives related to the effective portion of a designated cash flow hedge. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- References No definition available.
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| X | ||||||||||
- Definition Excess of issue price over par or stated value of the entity's capital stock and amounts received from other transactions involving the entity's stock or stockholders. Includes adjustments to additional paid in capital. Some examples of such adjustments include recording the issuance of debt with a beneficial conversion feature and certain tax consequences of equity instruments awarded to employees. Use this element for the aggregate amount of additional paid-in capital associated with common and preferred stock. For additional paid-in capital associated with only common stock, use the element additional paid in capital, common stock. For additional paid-in capital associated with only preferred stock, use the element additional paid in capital, preferred stock. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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| X | ||||||||||
- Definition Sum of the carrying amounts as of the balance sheet date of all assets that are recognized. Assets are probable future economic benefits obtained or controlled by an entity as a result of past transactions or events. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition Sum of the carrying amounts as of the balance sheet date of all assets that are expected to be realized in cash, sold, or consumed within one year (or the normal operating cycle, if longer). Assets are probable future economic benefits obtained or controlled by an entity as a result of past transactions or events. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- References No definition available.
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- Definition Amount of capital lease obligation due within one year or the normal operating cycle, if longer. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition Amount equal to the present value (the principal) at the beginning of the lease term of minimum lease payments during the lease term (excluding that portion of the payments representing executory costs such as insurance, maintenance, and taxes to be paid by the lessor, together with any profit thereon) net of payments or other amounts applied to the principal, through the balance sheet date and due to be paid more than one year (or one operating cycle, if longer) after the balance sheet date. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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| X | ||||||||||
- Definition Amount of currency on hand as well as demand deposits with banks or financial institutions. Includes other kinds of accounts that have the general characteristics of demand deposits. Also includes short-term, highly liquid investments that are both readily convertible to known amounts of cash and so near their maturity that they present insignificant risk of changes in value because of changes in interest rates. Excludes cash and cash equivalents within disposal group and discontinued operation. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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| X | ||||||||||
- Definition Represents the caption on the face of the balance sheet to indicate that the entity has entered into (1) purchase or supply arrangements that will require expending a portion of its resources to meet the terms thereof, and (2) is exposed to potential losses or, less frequently, gains, arising from (a) possible claims against a company's resources due to future performance under contract terms, and (b) possible losses or likely gains from uncertainties that will ultimately be resolved when one or more future events that are deemed likely to occur do occur or fail to occur. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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| X | ||||||||||
- Definition Aggregate par or stated value of issued nonredeemable common stock (or common stock redeemable solely at the option of the issuer). This item includes treasury stock repurchased by the entity. Note: elements for number of nonredeemable common shares, par value and other disclosure concepts are in another section within stockholders' equity. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition The current portion of money or property received from customers which is either to be returned upon satisfactory contract completion or applied to customer receivables in accordance with the terms of the contract or the understandings. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition Amount, after allocation of valuation allowances and deferred tax liability, of deferred tax asset attributable to deductible differences and carryforwards, with jurisdictional netting and classified as noncurrent. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition Amount, after deferred tax asset, of deferred tax liability attributable to taxable differences, with jurisdictional netting and classified as noncurrent. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition Carrying amount as of the balance sheet date of obligations due all related parties. For classified balance sheets, represents the current portion of such liabilities (due within one year or within the normal operating cycle if longer). Reference 1: http://www.xbrl.org/2003/role/presentationRef
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| X | ||||||||||
- Definition Total of the carrying values as of the balance sheet date of obligations incurred through that date and payable for obligations related to services received from employees, such as accrued salaries and bonuses, payroll taxes and fringe benefits. Used to reflect the current portion of the liabilities (due within one year or within the normal operating cycle if longer). Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition Amount after accumulated impairment loss of an asset representing future economic benefits arising from other assets acquired in a business combination that are not individually identified and separately recognized. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition Sum of the carrying amounts of all intangible assets, excluding goodwill, as of the balance sheet date, net of accumulated amortization and impairment charges. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition Carrying value as of the balance sheet date of [accrued] interest payable on all forms of debt, including trade payables, that has been incurred and is unpaid. Used to reflect the current portion of the liabilities (due within one year or within the normal operating cycle if longer). Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition Amount after valuation and LIFO reserves of inventory expected to be sold, or consumed within one year or operating cycle, if longer. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition Sum of the carrying amounts as of the balance sheet date of all liabilities that are recognized. Liabilities are probable future sacrifices of economic benefits arising from present obligations of an entity to transfer assets or provide services to other entities in the future. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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| X | ||||||||||
- Definition Amount of liabilities and equity items, including the portion of equity attributable to noncontrolling interests, if any. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition Total obligations incurred as part of normal operations that are expected to be paid during the following twelve months or within one business cycle, if longer. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- References No definition available.
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| X | ||||||||||
- Definition Amount, after unamortized (discount) premium and debt issuance costs, of long-term debt, classified as current. Includes, but not limited to, notes payable, bonds payable, debentures, mortgage loans and commercial paper. Excludes capital lease obligations. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition Amount after unamortized (discount) premium and debt issuance costs of long-term debt classified as noncurrent and excluding amounts to be repaid within one year or the normal operating cycle, if longer. Includes, but not limited to, notes payable, bonds payable, debentures, mortgage loans and commercial paper. Excludes capital lease obligations. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition Amount of noncurrent assets classified as other. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition Amount of liabilities classified as other, due after one year or the normal operating cycle, if longer. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition For a classified balance sheet, the carrying amount as of the balance sheet date of the portion of the obligations recognized for the various benefits provided to former or inactive employees, their beneficiaries, and covered dependents after employment but before retirement that is payable after one year (or beyond the operating cycle if longer). Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition Aggregate par or stated value of issued nonredeemable preferred stock (or preferred stock redeemable solely at the option of the issuer). This item includes treasury stock repurchased by the entity. Note: elements for number of nonredeemable preferred shares, par value and other disclosure concepts are in another section within stockholders' equity. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition Amount of asset related to consideration paid in advance for costs that provide economic benefits in future periods, and amount of other assets that are expected to be realized or consumed within one year or the normal operating cycle, if longer. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition Amount after accumulated depreciation, depletion and amortization of physical assets used in the normal conduct of business to produce goods and services and not intended for resale. Examples include, but are not limited to, land, buildings, machinery and equipment, office equipment, and furniture and fixtures. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition The carrying amounts of cash and cash equivalent items which are restricted as to withdrawal or usage. Restrictions may include legally restricted deposits held as compensating balances against short-term borrowing arrangements, contracts entered into with others, or entity statements of intention with regard to particular deposits; however, time deposits and short-term certificates of deposit are not generally included in legally restricted deposits. Excludes compensating balance arrangements that are not agreements which legally restrict the use of cash amounts shown on the balance sheet. For a classified balance sheet represents the current portion only (the noncurrent portion has a separate concept); there is a separate and distinct element for unclassified presentations. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition The cumulative amount of the reporting entity's undistributed earnings or deficit. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition Total of all stockholders' equity (deficit) items, net of receivables from officers, directors, owners, and affiliates of the entity which are attributable to the parent. The amount of the economic entity's stockholders' equity attributable to the parent excludes the amount of stockholders' equity which is allocable to that ownership interest in subsidiary equity which is not attributable to the parent (noncontrolling interest, minority interest). This excludes temporary equity and is sometimes called permanent equity. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- References No definition available.
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- Definition The amount allocated to treasury stock. Treasury stock is common and preferred shares of an entity that were issued, repurchased by the entity, and are held in its treasury. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition Amount of obligation to transfer good or service to customer for which consideration has been received or is receivable, classified as current. No definition available.
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- Definition Value of equity-based compensation. No definition available.
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- Definition Carrying value as of the balance sheet date of current obligation for claim payment. No definition available.
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Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands |
Mar. 31, 2018 |
Dec. 31, 2017 |
|---|---|---|
| Condensed Consolidated Balance Sheets | ||
| Accounts receivable, allowance for doubtful accounts | $ 4,077 | $ 3,725 |
| 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 | 152,565,218 | 150,578,451 |
| Common stock, shares outstanding | 152,515,918 | 150,529,151 |
| Preferred stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
| Preferred stock, shares authorized | 20,000,000 | 20,000,000 |
| Preferred stock, shares issued | 4,569,233 | 6,194,233 |
| Preferred stock, shares outstanding | 4,569,233 | 6,194,233 |
| Common stock held in treasury at cost (in shares) | 49,300 | 49,300 |
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- Definition For an unclassified balance sheet, a valuation allowance for receivables due a company that are expected to be uncollectible. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition Face amount or stated value per share of common stock. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition The maximum number of common shares permitted to be issued by an entity's charter and bylaws. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition Total number of common shares of an entity that have been sold or granted to shareholders (includes common shares that were issued, repurchased and remain in the treasury). These shares represent capital invested by the firm's shareholders and owners, and may be all or only a portion of the number of shares authorized. Shares issued include shares outstanding and shares held in the treasury. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition Number of shares of common stock outstanding. Common stock represent the ownership interest in a corporation. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition Face amount or stated value per share of preferred stock nonredeemable or redeemable solely at the option of the issuer. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition The maximum number of nonredeemable preferred shares (or preferred stock redeemable solely at the option of the issuer) permitted to be issued by an entity's charter and bylaws. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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| X | ||||||||||
- Definition Total number of nonredeemable preferred shares (or preferred stock redeemable solely at the option of the issuer) issued to shareholders (includes related preferred shares that were issued, repurchased, and remain in the treasury). May be all or portion of the number of preferred shares authorized. Excludes preferred shares that are classified as debt. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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| X | ||||||||||
- Definition Aggregate share number for all nonredeemable preferred stock (or preferred stock redeemable solely at the option of the issuer) held by stockholders. Does not include preferred shares that have been repurchased. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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| X | ||||||||||
- References No definition available.
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| X | ||||||||||
- Definition Number of common and preferred shares that were previously issued and that were repurchased by the issuing entity and held in treasury on the financial statement date. This stock has no voting rights and receives no dividends. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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Condensed Consolidated Statement of Operations - USD ($) $ in Thousands |
3 Months Ended | |
|---|---|---|
Mar. 31, 2018 |
Mar. 31, 2017 |
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| Condensed Consolidated Statement of Operations | ||
| Revenue | $ 393,167 | $ 218,260 |
| Cost of revenue (exclusive of depreciation and amortization) | 293,792 | 143,708 |
| Selling, general and administrative expenses | 45,595 | 35,581 |
| Depreciation and amortization | 38,019 | 21,320 |
| Related party expense | 1,105 | 2,385 |
| Operating income (loss) | 14,656 | 15,266 |
| Other expense (income), net: | ||
| Interest expense, net | 38,017 | 26,219 |
| Sundry expense, net | (64) | 2,724 |
| Other income, net | (3,328) | |
| Net loss before income taxes | (19,969) | (13,677) |
| Income tax (expense) benefit | (4,025) | (2,004) |
| Net loss | (23,994) | (15,681) |
| Cumulative dividends for Series A Preferred Stock | (914) | |
| Net loss attributable to common stockholders | $ (24,908) | $ (15,681) |
| Net loss per share - basic and diluted (in dollars per share) | $ (0.16) | $ (0.24) |
| X | ||||||||||
- Definition The aggregate cost of services rendered during the reporting period, excluding depreciation, depletion and amortization. No definition available.
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| X | ||||||||||
- Definition The aggregate expense recognized in the current period that allocates the cost of tangible assets, intangible assets, or depleting assets to periods that benefit from use of the assets. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition The amount of net income or loss for the period per each share in instances when basic and diluted earnings per share are the same amount and reported as a single line item on the face of the financial statements. Basic earnings per share is the amount of net income or loss for the period per each share of common stock or unit outstanding during the reporting period. Diluted earnings per share includes the amount of net income or loss for the period available to each share of common stock or common unit outstanding during the reporting period and to each share or unit that would have been outstanding assuming the issuance of common shares or units for all dilutive potential common shares or units outstanding during the reporting period. No definition available.
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| X | ||||||||||
- Definition Amount before tax of foreign currency transaction realized gain (loss) recognized in the income statement. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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| X | ||||||||||
- Definition Amount of income (loss) from continuing operations, including income (loss) from equity method investments, before deduction of income tax expense (benefit), and income (loss) attributable to noncontrolling interest. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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| X | ||||||||||
- References No definition available.
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| X | ||||||||||
- Definition Amount of current income tax expense (benefit) and deferred income tax expense (benefit) pertaining to continuing operations. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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| X | ||||||||||
- Definition The net amount of nonoperating interest income (expense). No definition available.
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| X | ||||||||||
- Definition The portion of profit or loss for the period, net of income taxes, which is attributable to the parent. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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| X | ||||||||||
- Definition Net income after adjustments for dividends on preferred stock (declared in the period) and/or cumulative preferred stock (accumulated for the period). Reference 1: http://www.xbrl.org/2003/role/presentationRef
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| X | ||||||||||
- Definition The net result for the period of deducting operating expenses from operating revenues. No definition available.
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| X | ||||||||||
- Definition Amount of income (expense) related to nonoperating activities, classified as other. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- References No definition available.
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| X | ||||||||||
- Definition The amount of preferred stock dividends that is an adjustment to net income apportioned to common stockholders. No definition available.
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| X | ||||||||||
- Definition Expenses recognized resulting from transactions (excluding transactions that are eliminated in consolidated or combined financial statements) with related party. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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| X | ||||||||||
- 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). Reference 1: http://www.xbrl.org/2003/role/presentationRef
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| X | ||||||||||
- Definition The aggregate total costs related to selling a firm's product and services, as well as all other general and administrative expenses. Direct selling expenses (for example, credit, warranty, and advertising) are expenses that can be directly linked to the sale of specific products. Indirect selling expenses are expenses that cannot be directly linked to the sale of specific products, for example telephone expenses, Internet, and postal charges. General and administrative expenses include salaries of non-sales personnel, rent, utilities, communication, etc. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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Condensed Consolidated Statements of Comprehensive Loss - USD ($) $ in Thousands |
3 Months Ended | |
|---|---|---|
Mar. 31, 2018 |
Mar. 31, 2017 |
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| Condensed Consolidated Statements of Comprehensive Loss | ||
| Net loss | $ (23,994) | $ (15,681) |
| Other comprehensive income (loss), net of tax: | ||
| Foreign currency translation adjustments | (268) | 2,414 |
| Unrealized pension actuarial gains (losses), net of tax | (403) | (281) |
| Comprehensive loss | $ (24,665) | $ (13,548) |
| X | ||||||||||
- Definition Amount after tax of increase (decrease) in equity from transactions and other events and circumstances from net income and other comprehensive income, attributable to parent entity. Excludes changes in equity resulting from investments by owners and distributions to owners. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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| X | ||||||||||
- Definition The portion of profit or loss for the period, net of income taxes, which is attributable to the parent. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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| X | ||||||||||
- Definition Amount after tax and reclassification adjustments, of (increase) decrease in accumulated other comprehensive (income) loss related to pension and other postretirement defined benefit plans, attributable to parent entity. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
- Definition Amount after tax and reclassification adjustments of gain (loss) on foreign currency translation adjustments, foreign currency transactions designated and effective as economic hedges of a net investment in a foreign entity and intra-entity foreign currency transactions that are of a long-term-investment nature, attributable to parent entity. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
- References No definition available.
|
| X | ||||||||||
- References No definition available.
|
| X | ||||||||||
- Definition This element represents the amount of recognized equity-based compensation during the period, that is, the amount recognized as expense in the income statement (or as asset if compensation is capitalized). Alternate captions include the words "stock-based compensation". Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
- Definition The number of shares converted in a noncash (or part noncash) transaction. Noncash is defined as transactions during a period that do not result in cash receipts or cash payments in the period. "Part noncash" refers to that portion of the transaction not resulting in cash receipts or cash payments in the period. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
- Definition Amount of the cumulative effect on retained earnings net of related income tax effect. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
- Definition A roll forward is a reconciliation of a concept from the beginning of a period to the end of a period. No definition available.
|
| X | ||||||||||
- Definition The portion of profit or loss for the period, net of income taxes, which is attributable to the parent. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
- Definition Amount after tax and reclassification adjustments, of (increase) decrease in accumulated other comprehensive (income) loss related to pension and other postretirement defined benefit plans, attributable to parent entity. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
- Definition Amount after tax and reclassification adjustments of gain (loss) on foreign currency translation adjustments, foreign currency transactions designated and effective as economic hedges of a net investment in a foreign entity and intra-entity foreign currency transactions that are of a long-term-investment nature, attributable to parent entity. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
- Definition Number of shares issued which are neither cancelled nor held in the treasury. No definition available.
|
| X | ||||||||||
- Definition Number of shares issued during the period as a result of the conversion of convertible securities. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
- Definition Total of all stockholders' equity (deficit) items, net of receivables from officers, directors, owners, and affiliates of the entity which are attributable to the parent. The amount of the economic entity's stockholders' equity attributable to the parent excludes the amount of stockholders' equity which is allocable to that ownership interest in subsidiary equity which is not attributable to the parent (noncontrolling interest, minority interest). This excludes temporary equity and is sometimes called permanent equity. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
- Definition Amount of increase in additional paid in capital (APIC) resulting from contributions from shareholders during the period. No definition available.
|
| X | ||||||||||
- Definition The number of shares issued in a reverse acquisition. No definition available.
|
| X | ||||||||||
- Definition Number of shares issued which are neither cancelled nor held in the treasury before effect of reverse calculation. No definition available.
|
| X | ||||||||||
- Definition Amount of stockholders' equity (deficit) before the effect of reverse acquisition. No definition available.
|
| X | ||||||||||
- References No definition available.
|
| X | ||||||||||
- Definition Amount of amortization expense attributable to debt discount (premium) and debt issuance costs. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
- Definition Future cash outflow to pay for purchases of fixed assets that have occurred. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
- References No definition available.
|
| X | ||||||||||
- References No definition available.
|
| X | ||||||||||
- Definition Amount of deferred income tax expense (benefit) pertaining to income (loss) from continuing operations. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
- Definition The aggregate expense recognized in the current period that allocates the cost of tangible assets, intangible assets, or depleting assets to periods that benefit from use of the assets. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
- Definition Amount before tax of foreign currency transaction realized and unrealized gain (loss) recognized in the income statement. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
- Definition Amount of gain (loss) on sale or disposal of property, plant and equipment assets, including oil and gas property and timber property. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
- Definition The amount of cash paid during the current period to foreign, federal, state, and local authorities as taxes on income, net of any cash received during the current period as refunds for the overpayment of taxes. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
- Definition The increase (decrease) during the reporting period in the amounts payable to vendors for goods and services received and the amount of obligations and expenses incurred but not paid. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
- Definition The increase (decrease) during the reporting period in the obligations due for goods and services provided by the following types of related parties: a parent company and its subsidiaries, subsidiaries of a common parent, an entity and trust for the benefit of employees, such as pension and profit-sharing trusts that are managed by or under the trusteeship of the entities' management, an entity and its principal owners, management, or member of their immediate families, affiliates, or other parties with the ability to exert significant influence. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
- Definition The increase (decrease) during the reporting period in amount due within one year (or one business cycle) from customers for the credit sale of goods and services. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
- References No definition available.
|
| X | ||||||||||
- Definition Amount of increase (decrease) in prepaid expenses, and assets classified as other. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
- Definition The amount of cash paid for interest during the period net of cash paid for interest that is capitalized. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
- Definition Amount of cash inflow (outflow) from financing activities, including discontinued operations. Financing activity cash flows include obtaining resources from owners and providing them with a return on, and a return of, their investment; borrowing money and repaying amounts borrowed, or settling the obligation; and obtaining and paying for other resources obtained from creditors on long-term credit. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
- References No definition available.
|
| X | ||||||||||
- Definition Amount of cash inflow (outflow) from investing activities, including discontinued operations. Investing activity cash flows include making and collecting loans and acquiring and disposing of debt or equity instruments and property, plant, and equipment and other productive assets. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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| X | ||||||||||
- References No definition available.
|
| X | ||||||||||
- Definition Amount of cash inflow (outflow) from operating activities, including discontinued operations. Operating activity cash flows include transactions, adjustments, and changes in value not defined as investing or financing activities. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
- References No definition available.
|
| X | ||||||||||
- Definition The net book value of a nonmonetary asset transferred or exchanged in connection with the acquisition of a business or asset in a noncash transaction. Noncash is defined as transactions during a period that affect recognized assets or liabilities but that do not result in cash receipts or cash payments in the period. "Part noncash" refers to that portion of the transaction not resulting in cash receipts or cash payments in the period. Nonmonetary assets and liabilities are assets and liabilities that will not result in cash receipts or cash payments in the future. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
- Definition The cash outflow for cost incurred directly with the issuance of an equity security. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
- Definition The cash outflow associated with the acquisition of long-lived, physical assets that are used in the normal conduct of business to produce goods and services and not intended for resale; includes cash outflows to pay for construction of self-constructed assets. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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| X | ||||||||||
- Definition The cash outflow associated with the development or modification of software programs or applications for internal use (that is, not to be sold, leased or otherwise marketed to others) that qualify for capitalization. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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| X | ||||||||||
- Definition The cash inflow from a long-term borrowing issued by the entity involved in financial services operations. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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| X | ||||||||||
- Definition Amount of cash inflow from contractual arrangement with the lender, including but not limited to, letter of credit, standby letter of credit and revolving credit arrangements. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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| X | ||||||||||
- Definition The cash inflow from the sale of long-lived, physical assets that are used in the normal conduct of business to produce goods and services and not intended for resale. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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| X | ||||||||||
- Definition The consolidated profit or loss for the period, net of income taxes, including the portion attributable to the noncontrolling interest. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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| X | ||||||||||
- Definition Amount of cash outflow for payment of an obligation from a lender, including but not limited to, letter of credit, standby letter of credit and revolving credit arrangements. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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| X | ||||||||||
- Definition The aggregate amount of noncash, equity-based employee remuneration. This may include the value of stock or unit options, amortization of restricted stock or units, and adjustment for officers' compensation. As noncash, this element is an add back when calculating net cash generated by operating activities using the indirect method. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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| X | ||||||||||
- References No definition available.
|
| X | ||||||||||
- Definition Amount of cash and cash equivalents, and cash and cash equivalents restricted to withdrawal or usage. Excludes amount for disposal group and discontinued operations. Cash includes, but is not limited to, currency on hand, demand deposits with banks or financial institutions, and other accounts with general characteristics of demand deposits. Cash equivalents include, but are not limited to, short-term, highly liquid investments that are both readily convertible to known amounts of cash and so near their maturity that they present insignificant risk of changes in value because of changes in interest rates. No definition available.
|
| X | ||||||||||
- Definition Amount of increase (decrease) in cash, cash equivalents, and cash and cash equivalents restricted to withdrawal or usage; including effect from exchange rate change. Cash includes, but is not limited to, currency on hand, demand deposits with banks or financial institutions, and other accounts with general characteristics of demand deposits. Cash equivalents include, but are not limited to, short-term, highly liquid investments that are both readily convertible to known amounts of cash and so near their maturity that they present insignificant risk of changes in value because of changes in interest rates. No definition available.
|
| X | ||||||||||
- Definition Amount of increase (decrease) from effect of exchange rate changes on cash and cash equivalents, and cash and cash equivalents restricted to withdrawal or usage; held in foreign currencies. Excludes amounts for disposal group and discontinued operations. Cash includes, but is not limited to, currency on hand, demand deposits with banks or financial institutions, and other accounts with general characteristics of demand deposits. Cash equivalents include, but are not limited to, short-term, highly liquid investments that are both readily convertible to known amounts of cash and so near their maturity that they present insignificant risk of changes in value because of changes in interest rates. No definition available.
|
| X | ||||||||||
- Definition Amount of gain (loss) on fair value adjustment for interest rate swap. No definition available.
|
| X | ||||||||||
- Definition The gains and losses included in earning resulting from the sale of an meridian. No definition available.
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| X | ||||||||||
- Definition The cash outflow for outsourcing contract costs. No definition available.
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| X | ||||||||||
- Definition The cash inflow from contributions from shareholders. No definition available.
|
| X | ||||||||||
- Definition Amount of cash inflow (outflow) from changes in bank overdraft. No definition available.
|
| X | ||||||||||
- Definition The cash inflow associated with the sale of meridian. No definition available.
|
| X | ||||||||||
- Definition Amount of provision (recovery) for doubtful accounts. No definition available.
|
| X | ||||||||||
- Definition The cash outflow for repayments on long-term obligations. No definition available.
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General |
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| General | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| General |
1.General
These condensed consolidated financial statements should be read in conjunction with the notes to the consolidated financial statements as of and for the year ended December 31, 2017 included in the Exela Technologies, Inc. (the “Company,” “Exela,” “we,” “our” or “us”) annual report on Form 10-K for such period.
The accompanying condensed consolidated financial statements have been prepared using accounting principles generally accepted in the United States of America (“GAAP”) and with the instructions to Form 10-Q and Rule 10-01 of Securities and Exchange Commission (“SEC”) Regulation S-X as they apply to interim financial information. Accordingly, they do not include all of the information and notes required by GAAP for complete financial statements. These accounting principles require us to use estimates and assumptions that impact the reported amounts of assets, liabilities, revenues and expenses, and the disclosure of contingent assets and liabilities. Actual results may differ from our estimates.
The condensed consolidated financial statements are unaudited, but in our opinion include all adjustments (consisting of normal recurring adjustments) necessary for a fair statement of the results for the interim period. The interim financial results are not necessarily indicative of results that may be expected for any other interim period or the fiscal year.
Net Loss per Share
Earnings per share (“EPS”) is computed by dividing net loss available to holders of the Company’s Common Stock by the weighted average number of shares of Common Stock outstanding during the period, excluding the effects of any potentially dilutive securities. Diluted EPS gives effect to the potential dilution that could occur if securities or other contracts to issue Common Stock were exercised or converted into Common Stock, using the more dilutive of the two-class method or if-converted method in periods of earnings. The two-class method is an earnings allocation method that determines earnings per share for Common Stock and participating securities. As the Company experienced net losses for the periods presented, the impact of participating Series A Preferred Stock was calculated based on the if-converted method. Diluted EPS excludes all dilutive potential of shares of Common Stock if their effect is anti-dilutive.
For the quarter ended March 31, 2018, shares of the Company’s Series A Convertible Preferred Stock (“Series A Preferred Stock”), if converted would have resulted in an additional 5,586,344 shares of Common Stock outstanding, but were not included in the computation of diluted loss per share as their effects were anti-dilutive.
The Company has not included the effect of 35,000,000 warrants sold in the Quinpario Initial Public Offering (“IPO”) in the calculation of net income (loss) per share. Warrants are considered anti-dilutive and excluded when the exercise price exceeds the average market value of the Company’s Common Stock price during the applicable period.
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| X | ||||||||||
- References No definition available.
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| X | ||||||||||
- Definition The entire disclosure for the general note to the financial statements for the reporting entity which may include, descriptions of the basis of presentation, business description, significant accounting policies, consolidations, reclassifications, new pronouncements not yet adopted and changes in accounting principles. No definition available.
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Recently Adopted Accounting Pronouncements |
3 Months Ended |
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Mar. 31, 2018 | |
| Recently Adopted Accounting Pronouncements | |
| Recently Adopted Accounting Pronouncements |
2.Recently Adopted Accounting Pronouncements
Effective January 1, 2018 the Company adopted Accounting Standards Update (“ASU”) no. 2014-09, Revenue from Contracts with Customers (ASC 606). Under the update, revenue is recognized based on a five-step model. The core principle of the model is that revenue will be recognized when the transfer of promised goods or services to customers is made in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. Subsequent updates have been issued primarily to provide implementation guidance related to the initial guidance issued in May 2014. The Company has adopted this standard using the modified retrospective approach applied to those contracts that were not completed as of January 1, 2018. The results for the reporting period beginning after January 1, 2018, are presented in accordance with the new standard, although historical information has not been restated and continues to be reported under the accounting standards and policies in effect for those periods. The adoption of ASC 606 did not have a material impact on the Company’s financial position, results of operations and cash flows as of or for the period ended March 31, 2018, and we expect the impact of the adoption of the new standard will be immaterial to our results of operations on an ongoing basis. The cumulative effect of accounting change recognized was $1.4 million recorded as an increase to beginning balance of accumulated deficit, and a corresponding reduction to Accounts receivable, net. See Note 3 for additional disclosure.
Effective January 1, 2018, the Company adopted ASU no. 2016-15, (Topic 230): Statement of Cash Flows: Classification of Certain Cash Receipts and Cash Payments, which adds or clarifies guidance on the presentation and classification of eight specific types of cash receipts and cash payments in the statement of cash flows such as debt prepayment or extinguishment costs, settlement of contingent consideration arising from a business combination, insurance settlement proceeds, and distributions from certain equity method investees, with the intent of reducing diversity in practice. We applied the guidance retrospectively to all periods presented. Exela will reclassify a loss on extinguishment of debt from operating activities to financing activities in the third quarter of 2017 in the to be filed quarterly and annual statements ended September 30, 2018 and December 31, 2018, respectively. The adoption had no impact on the Company’s financial position, results of operations and cash flows for the quarter ended March 31, 2018.
Effective January 1, 2018, the Company adopted ASU no. 2016-16, Income Taxes Topic (740): Intra-Entity Transfers of Assets Other Than Inventory, which eliminates the current prohibition on immediate recognition of the current and deferred income tax effects of intra-entity transfers of assets other than inventory, with the intent of reducing complexity and diversity in practice. Under ASU 2016-16, entities must recognize the income tax consequences when the transfer occurs rather than deferring recognition. Entities must apply the guidance on a modified retrospective basis though a cumulative effect adjustment to retained earnings as of the beginning of the period of adoption. The adoption had no material impact on the Company’s financial position, results of operations and cash flows.
Effective January 1, 2018, the Company adopted ASU no. 2016-18, (Topic 230): Restricted Cash. Statement of Cash Flows: Restricted Cash. The ASU addresses diversity in practice that exists in the classification and presentation of changes in restricted cash and requires that a statement of cash flows explain the change during the period in the total of cash, cash equivalents, and amounts generally described as restricted cash or restricted cash equivalents. We applied the guidance retrospectively to all periods presented. As a result of adopting the ASU no. 2016-18, restricted cash is included in the balances of restricted cash, cash and cash equivalents presented in the Statement of Cash Flows for the quarters ended March 31, 2018 and 2017. Adopting the standard increased the net change in cash and cash equivalents, which is reflected within operating cash flows, by less than $0.1 million for the period ended March 31, 2017. Total Cash and cash equivalents for the Beginning of period and End of period March 31, 2017 increased $25.9 million due to the inclusion of restricted cash.
Effective January 1, 2018, the Company adopted ASU no. 2017-01, (Topic 805): Business Combinations: Clarifying the Definition of a Business. The ASU clarifies the definition of a business and provides guidance on evaluating as to whether transactions should be accounted for as acquisitions (or disposals) of assets or business combinations. The definition clarification as outlined in this ASU affects many areas of accounting including acquisitions, disposals, goodwill, and consolidation. The adoption had no material impact on the Company’s financial position, results of operations and cash flows.
Effective January 1, 2018, the Company adopted ASU no. 2017-07, (Topic 715): Compensation Retirement Benefit; Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost. The amendments to this ASU require the service cost component of net periodic benefit cost be reported in the same income statement line or lines as other compensation costs for employees. The other components of net periodic benefit cost are required to be reported separately from service costs and outside a subtotal of income from operations. The new standard requires retrospective application and allows a practical expedient that permits an employer to use the amounts disclosed in its pension plan footnote for the prior comparative periods as the estimation basis for applying the retrospective presentation. Adoption of the standard resulted in only the service cost being recorded to Cost of revenue; see Note 8 for the related impact.
Effective January 1, 2018 the company adopted ASU no. 2017-09, (Topic 718): Compensation — Stock Compensation: Scope of Modification Accounting. The amendments in ASU 2017-09 provide guidance about which changes to the terms or conditions of a share-based payment award require an entity to apply modification accounting in Topic 718. The amendments in this update will be applied on a prospective basis to an award modified on or after the adoption date. The adoption had no impact on the Company’s financial position, results of operations and cash flows.
Recently Issued Accounting Pronouncements
In February 2016, the FASB issued ASU no. 2016-02, Leases (842). This ASU increases transparency and comparability among organizations by recognizing lease assets and lease liabilities on the balance sheet and disclosing key information about leasing arrangements. Since the issuance of the original standard, the FASB has issued a subsequent update that provides a practical expedient for land easements (ASU 2018-01). The amendments in this ASU are effective for fiscal years beginning after December 15, 2018, and interim periods within those fiscal years and early application is permitted. The Company is currently evaluating the impact that adopting this standard will have on the consolidated financial statements.
In June 2016, the FASB issued ASU no. 2016-13, Financial Instruments — Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, to replace the incurred loss impairment methodology under current U.S. GAAP with a methodology that reflects expected credit losses and requires consideration of a broader range of reasonable and supportable information to inform credit loss estimates. The Company will be required to use a forward-looking expected credit loss model for accounts receivables, loans, and other financial instruments. Credit losses relating to available-for-sale debt securities will also be recorded through an allowance for credit losses rather than as a reduction in the amortized cost basis of the securities. The standard will be effective for fiscal years beginning after December 15, 2019, and interim periods within those fiscal years. Adoption of the standard will be applied using a modified retrospective approach through a cumulative-effect adjustment to retained earnings as of the effective date. The Company is currently in the early stages of evaluating the impact that adopting this standard will have on the consolidated financial statements.
In July 2017, the FASB issued ASU 2017-11, Earnings Per Share (Topic 260), Distinguishing Liabilities from Equity (Topic 480) and Derivatives and Hedging (Topic 815): I. Accounting for Certain Financial Instruments with Down Round Features; II. Replacement of the Indefinite Deferral for Mandatorily Redeemable Financial Instruments of Certain Nonpublic Entities and Certain Mandatorily Redeemable Noncontrolling Interests with a Scope Exception. Part I of this update addresses the complexity of accounting for certain financial instruments with down round features. Down round features are features of certain equity-linked instruments (or embedded features) that result in the strike price being reduced on the basis of the pricing of future equity offerings. Current accounting guidance creates cost and complexity for entities that issue financial instruments (such as warrants and convertible instruments) with down round features that require fair value measurement of the entire instrument or conversion option. Part II of this update addresses the difficulty of navigating Topic 480, Distinguishing Liabilities from Equity, because of the existence of extensive pending content in the FASB Accounting Standards Codification. This pending content is the result of the indefinite deferral of accounting requirements about mandatorily redeemable financial instruments of certain nonpublic entities and certain mandatorily redeemable noncontrolling interests. The amendments in Part II of this update do not have an accounting effect. This ASU is effective for fiscal years, and interim periods within those years, beginning after December 15, 2018. The Company is currently in the early stages of evaluating the impact that adopting this standard will have on the consolidated financial statements
In August 2017, the FASB issued ASU No. 2017-12, Derivatives and Hedging (Topic 815); Targeted Improvements to Accounting for Hedging Activities. The amendments in this ASU better align the risk management activities and financial reporting for these hedging relationships through changes to both the designation and measurement guidance for qualifying hedging relationships and presentation of hedge results. The guidance is effective for fiscal years beginning after December 15, 2018, and interim periods within those fiscal years. The company is currently in the early stages of evaluating the impact that adopting this standard will have on the consolidated financial statements.
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| X | ||||||||||
- References No definition available.
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| X | ||||||||||
- Definition The entire disclosure of changes in accounting principles, including adoption of new accounting pronouncements, that describes the new methods, amount and effects on financial statement line items. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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Significant Accounting Policies |
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| Significant Accounting Policies |
3.Significant Accounting Policies
The information presented below supplements the Significant Accounting Policies information presented in our 2017 Form 10-K, including Revenue Recognition for the adoption of ASC 606, which became effective January 1, 2018. See our 2017 Form 10-K for a description of our significant accounting policies in effect prior to the adoption of the new accounting standard.
Revenue Recognition
We account for revenue in accordance with ASC 606. 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 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 transaction 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 table disaggregates revenue from contracts by geographic region and by segment for the three months ended March 31, 2018, and 2017:
Contract Balances
The following table presents contract assets and contract liabilities recognized at March 31, 2018 and December 31, 2017:
Accounts receivable includes $34.3 million and $27.9 million as of March 31, 2018 and December 31, 2017, respectively, representing amounts not billed to customers. We have accrued the unbilled receivables for work performed in accordance with the terms of contracts with customers.
Deferred revenues relate to payments received in advance of performance under a contract. A significant portion of this balance relates to service contracts where we received payments for upfront conversions/implementation type activities of 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 $7.1 million during the three months ended March 31, 2018 that had been deferred as of December 31, 2017.
Costs incurred to obtain and fulfill contract are deferred and expensed on a straight-line basis over the estimated benefit period, which is generally the contract term. We recognized $2.4 million of amortization for these costs in the first quarter of 2018 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 transition activities and can be separated into two principal categories: contract commissions and transition/set-up costs. Examples of such capitalized costs include hourly labor and related fringe benefits and travel costs. Applying the practical expedient in ASC 340-40-25-4, we recognize the incremental costs of obtaining contracts as an expense when incurred if the amortization period would have been one year or less. These costs are included in Selling, general and administrative expenses. The effect of applying this practical expedient was not material.
Customer deposits consist primarily of amounts received from customers in advance for postage. The majority of the amounts recorded as of December 31, 2017 were used to pay for postage with the corresponding postage revenue being recognized during the quarter ended March 31, 2018.
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.
Some of our contracts have multiple performance obligations, including contracts that combine software implementation services with post-implementation customer support. For contracts with multiple performance obligations, we allocate the contract’s transaction price to each performance obligation using our best estimate of the standalone selling price of each distinct good or service in the contract. The primary method used to estimate standalone selling price is the expected cost plus a margin approach, under which we estimate our expected costs of satisfying a performance obligation and add an appropriate margin for that distinct good or service. We also use the adjusted market approach whereby we estimate the price that customers in the market would be willing to pay. In assessing whether to allocate variable consideration to a specific part of the contract, we consider the nature of the variable payment and whether it relates specifically to its efforts to satisfy a specific part of the contract. Certain of our software implementation performance obligations are satisfied at a point in time, typically when customer acceptance is obtained.
When evaluating the transaction price, we analyze, on a contract by contract basis, all applicable variable consideration. The nature of our contracts give rise to variable consideration, including volume discounts, contract penalties, and other similar items that generally decrease the transaction price. We estimate these amounts based on the expected amount to be provided to customers and reduce revenues recognized. We do not anticipate significant changes to our estimates of variable consideration.
We include reimbursements from customers, such as postage costs, in revenue, while the related costs are included in cost of revenue.
Transaction Price Allocated to the Remaining Performance Obligations
In accordance with optional exemptions available under ASC 606, we did not disclose the value of unsatisfied performance obligations for (1) contracts with an original expected length of one year or less, and (2) contracts for which variable consideration relates entirely to an unsatisfied performance obligation, which comprise the majority of our contracts. We have certain 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. These contracts comprise substantially all of the amounts for which we expect to recognize revenue for the following amounts related to fixed consideration associated with remaining performance obligations in each of the future periods noted:
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- References No definition available.
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- Definition The entire disclosure for all significant accounting policies of the reporting entity. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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Business Combination |
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4.Business Combination
On July 12, 2017, the Company consummated its business combination with SourceHOV and Novitex (the “Business Combination”) pursuant to the Business Combination Agreement and Consent, Waiver and Amendment to the Business Combination Agreement, dated February 21, 2017 and June 15, 2017. In connection with the Business Combination, the Company acquired debt facilities and issued notes totaling $1.4 billion (refer to Note 5 — Long Term Debt and Credit Facilities). Proceeds from the acquired debt were used to refinance the existing debt of SourceHOV, settle the outstanding debt of Novitex, and pay fees and expenses incurred in connection with the Business Combination. Immediately following the Business Combination, there were 146,910,648 shares of common stock, 9,194,233 shares of Series A Preferred Stock, and 35,000,000 warrants outstanding.
Under ASC 805, Business Combinations, SourceHOV was deemed the accounting acquirer based on the following predominate factors: it has the largest portion of voting rights in the Company, the Board and Management has more individuals coming from SourceHOV than either Quinpario or Novitex, SourceHOV was the largest entity by revenue and by assets, and the headquarters was moved to the SourceHOV headquarters location. The Company acquired 100% of the equity of Novitex pursuant to the Business Combination Agreement by issuing 30,600,000 shares of common stock of Exela to Novitex Parent, L.P., the sole stockholder of Novitex Holdings, Inc. Total value of equity for the transaction was $244.8 million. Additionally, as noted, the Company used proceeds from acquired debt to settle the outstanding debt of Novitex in the amount of $420.5 million, and pay transaction related costs and interest on behalf of Novitex in the amount of $10.3 million and $1.0 million, respectively, which was accounted for as part of consideration.
The acquired assets and assumed liabilities of Novitex were recorded at their estimated fair values. The purchase price allocation for the Novitex business combination is preliminary and subject to change within the respective measurement period which will not extend beyond one year from the acquisition date. Measurement period adjustments will be recognized in the reporting period in which the adjustment amounts are determined.
The following table summarizes the consideration paid for Novitex and the preliminary fair value of the assets acquired and liabilities assumed at the acquisition date on July 12, 2017:
The identifiable intangible assets include customer relationships, non-compete agreements, internally developed software, and trademarks and trade names. Customer relationships and non-compete agreements were valued using the Income Approach, specifically the Multi-Period Excess Earnings method. Trademarks and trade names were valued using the Income Approach, specifically the Relief-from-Royalty method. Internally developed software was valued based on costs incurred related to Connect Platform. All of these intangibles acquired represent a Level 3 measurement as they are based on unobservable inputs reflecting Management’s own assumptions about the inputs used in pricing the asset or liability at fair value.
As of the date of the Business Combination, the weighted-average useful life of total identifiable intangible assets acquired in the Business Combination, excluding goodwill, is 15.4 years.
Through the acquisition of SourceHOV and Novitex, we expect to realize revenue synergies, leverage brand awareness, strengthen margins, generate greater free cash flow, expand the existing Novitex sales channels, and increase utilization of the existing workforce. The Company also anticipates opportunities for growth through the ability to leverage additional future services and capabilities. These factors, among others, contributed to a purchase price in excess of the estimated fair value of Novitex’s identifiable net assets assumed, and as a result, the Company has recorded goodwill in connection with this acquisition.
The Company engaged a third party valuation firm to aid Management in its analyses of the fair value of the assets and liabilities. All estimates, key assumptions, and forecasts were either provided by or reviewed by the Company. Approximately $14.0 million of the goodwill recorded was tax deductible, which was carried over from the tax basis of the seller. Since the acquisition date of July 12, 2017, $134.4 million of revenue and $5.0 million of net loss are included in our consolidated revenues and net loss, respectively, for Novitex for the year ended December 31, 2017. These results are included in the ITPS segment.
Transaction Costs
The Company incurred approximately $60.0 million in advisory, legal, accounting and management fees in conjunction with the Business Combination as of December 31, 2017, excluding contract cancellation and advising fees to HGM of $23.0 million. Additionally, $7.6 million was incurred related to equity issuance costs and $40.9 million was incurred in debt issuance costs. No transaction costs were incurred in the three months ended March 31, 2018 and 2017.
Restructuring Charges
In February 2017, Management performed a strategic review of human resources at Novitex for the purpose of assessing the business need for their employment and for the purpose of quantifying the synergies resulting from the acquisition. As a result, in June 2017, representatives of SourceHOV and HGM Group communicated the termination of certain executives and non-executive Novitex employees. There were no restructuring charges incurred in the three months ended March 31, 2018 and 2017.
The Company determined that costs associated with termination benefits should be accounted for separately from the acquisition, as a post combination expense of the combined entity because the expense was incurred for the benefit of the combined entity. As of July 12, 2017, the Company recorded severance expense in the amount of $4.6 million related to the impacted executives and $0.1 million related to other terminations in the statement of operations No severance expense was incurred or recognized for the three months ended March 31, 2018.
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- Definition The entire disclosure for a business combination (or series of individually immaterial business combinations) completed during the period, including background, timing, and recognized assets and liabilities. The disclosure may include leverage buyout transactions (as applicable). Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- References No definition available.
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Intangibles Assets and Goodwill |
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5.Intangibles Assets and Goodwill
Intangibles
Intangible assets are stated at cost or acquisition-date fair value less accumulated amortization and consists of the following:
(a) Amounts include intangibles acquired in the 2017 Business Combination.
(b) The carrying amount of trade names for 2017 is net of accumulated impairment losses of $39.3 million.
Goodwill
Goodwill by reporting segment consists of the following:
(a) The carrying amount of goodwill for all periods presented is net of accumulated impairment losses of $137.9 million. (b) Addition to goodwill is due to the Novitex acquisition. Refer to Note 3. (c) The reduction in goodwill is due to $30.1 million for impairment recorded in the fourth quarter of 2017 and $2.7 million for the sale of Meridian Consulting Group, LLC in the first quarter of 2017.
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- References No definition available.
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- Definition The entire disclosure for the aggregate amount of goodwill and a description of intangible assets, which may include (a) for amortizable intangible assets (also referred to as finite-lived intangible assets), the carrying amount, the amount of any significant residual value, and the weighted-average amortization period, (b) for intangible assets not subject to amortization (also referred to as indefinite-lived intangible assets), the carrying amount, and (c) the amount of research and development assets acquired and written off in the period, including the line item in the income statement in which the amounts written off are aggregated, if not readily apparent from the income statement. Also discloses (a) for amortizable intangibles assets in total and by major class, the gross carrying amount and accumulated amortization, the total amortization expense for the period, and the estimated aggregate amortization expense for each of the five succeeding fiscal years, (b) for intangible assets not subject to amortization the carrying amount in total and by major class, and (c) for goodwill, in total and for each reportable segment, the changes in the carrying amount of goodwill during the period (including the aggregate amount of goodwill acquired, the aggregate amount of impairment losses recognized, and the amount of goodwill included in the gain (loss) on disposal of a reporting unit). If any part of goodwill has not been allocated to a reportable segment, discloses the unallocated amount and the reasons for not allocating. For each impairment loss recognized related to an intangible asset (excluding goodwill), discloses: (a) a description of the impaired intangible asset and the facts and circumstances leading to the impairment, (b) the amount of the impairment loss and the method for determining fair value, (c) the caption in the income statement or the statement of activities in which the impairment loss is aggregated, and (d) the segment in which the impaired intangible asset is reported. For each goodwill impairment loss recognized, discloses: (a) a description of the facts and circumstances leading to the impairment, (b) the amount of the impairment loss and the method of determining the fair value of the associated reporting unit, and (c) if a recognized impairment loss is an estimate not finalized and the reasons why the estimate is not final. May also disclose the nature and amount of any significant adjustments made to a previous estimate of an impairment loss. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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Long-Term Debt and Credit Facilities |
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| Long-Term Debt and Credit Facilities |
6. Long-Term Debt and Credit Facilities
Senior Secured Notes
On July 12, 2017, the Company issued $1.0 billion in aggregate principal amount of 10.0% First Priority Senior Secured Notes due 2023 with an OID of $22.5 million (the “Notes”). The Notes are guaranteed by certain subsidiaries of the Company. The Notes bear interest at a rate of 10.0% per year. The Company pays interest on the Notes on January 15 and July 15 of each year, commencing on January 15, 2018. The Notes will mature on July 15, 2023.
Debt Refinancing
Upon the closing of the Business Combination on July 12, 2017, the $1,050.7 million outstanding balance of SourceHOV related debt facilities and the $420.5 million outstanding balance of Novitex debt facilities were paid off using proceeds from the Credit Agreement and issuance of the Notes.
In accordance with ASC 470 — Debt — Modifications and Extinguishments, as a result of certain lenders that participated in SourceHOV’s debt structure prior to the refinancing and the Company’s debt structure after the refinancing, it was determined that a portion of the refinancing of SourceHOV’s First lien secured term loan and Second lien secured term loan (“original term loans”) would be accounted for as a debt modification, and the remaining would be accounted for as an extinguishment. The Company incurred $28.9 million in debt issuance costs related to the new secured term loan, of which $2.8 million was third party costs. The Company expensed $1.1 million of costs related to the modified debt and capitalized the remaining $27.8 million. The Company wrote off $30.5 million of the unamortized issuance costs and discounts associated with the retirement of SourceHOV’s credit facilities. The Company has approximately $3.3 million and $3.5 million of remaining unamortized debt issuance costs and debt discounts, respectively, associated with the modified portion of the original term loans that will be amortized over the term of the new term loan, which are presented on the balance sheet as a contra-debt liability. The Company incurred a $5.0 million prepayment penalty related the Company’s original term loans that was recorded as a loss on extinguishment of debt.
The proceeds of the new debt financing were also used to pay fees and expenses incurred in connection with the Business Combination and for general corporate purposes.
Senior Credit Facilities
On July 12, 2017, the Company entered into a First Lien Credit Agreement with Royal Bank of Canada, Credit Suisse AG, Cayman Islands Branch, Natixis, New York Branch and KKR Corporate Lending LLC (the “Credit Agreement”) providing Exela Intermediate LLC, a wholly owned subsidiary of the Company, upon the terms and subject to the conditions set forth in the Credit Agreement, a (i) $350.0 million senior secured term loan maturing July 12, 2023 with an original issue discount (“OID”) of $7.0 million, and (ii) a $100.0 million senior secured revolving facility maturing July 12, 2022, none of which is currently drawn. As of March 31, 2018 and December 31, 2017, the Company had outstanding irrevocable letters of credit totaling approximately $20.6 million and $20.9 million, respectively, under the senior secured revolving facility.
The Credit Agreement provides for the following interest rates for borrowings under the senior secured term facility and senior secured revolving facility: at the Company’s option, either (1) an adjusted LIBOR, subject to a 1.0% floor in the case of term loans, or (2) a base rate, in each case plus an applicable margin. The initial applicable margin for the senior secured term facility is 7.5% with respect to LIBOR borrowings and 6.5% with respect to base rate borrowings. The initial applicable margin for the senior secured revolving facility is 7.0% with respect to LIBOR borrowings and 6.0% with respect to base rate borrowings. The applicable margin for borrowings under the senior secured revolving facility is subject to step-downs based on leverage ratios. The senior secured term loan is subject to amortization payments, commencing on the last day of the first full fiscal quarter of the Company following the closing date, of 0.6% of the aggregate principal amount for each of the first eight payments and 1.3% of the aggregate principal amount for payments thereafter, with any balance due at maturity.
Long-Term Debt Outstanding
As of March 31, 2018 and December 31, 2017, the following long-term debt instruments were outstanding:
(a) Other debt represents the Company’s outstanding loan balances associated with various hardware and software purchases along with loans entered into by subsidiaries of the Company. (b) Net of unamortized original issue discount and debt issuance costs of $9.5 million and $28.0 million and $9.9 million and $29.1 million as of March 31, 2018 and December 31, 2017. (c) Net of unamortized debt discount and debt issuance costs of $20.5 million and $8.2 million and $21.2 million and $8.5 million as of March 31, 2018 and December 31, 2017.
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- References No definition available.
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- Definition The entire disclosure for long-term debt. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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Income Taxes |
3 Months Ended |
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Mar. 31, 2018 | |
| Income Taxes | |
| Income Taxes |
7.Income Taxes
The Company applies an estimated annual effective tax rate (“ETR”) approach for calculating a tax provision for interim periods, as required under U.S. GAAP. The Company recorded an income tax expense of million $4.0 million and $2.0 million for the three months ended March 31, 2018 and 2017, respectively.
For the three months ended March 31, 2018, the Company’s ETR of (20.2%) differed from the expected U.S. statutory tax rate of 21.0%, and was primarily impacted by permanent tax adjustments, state and local current expense, foreign operations, and valuation allowances, including valuation allowances on a portion of the Company’s U.S disallowed interest expense carryforwards created by the provisions of The Tax Cuts and Jobs Act (“TCJA”).
For the three months ended March 31, 2017 the Company’s ETR of (14.65%) differed from the expected U.S statutory rate of 35.0%, and was primarily impacted by the permanent tax adjustements, foreign operations, and a valuation allowance against certain domestic deferred tax assets that are more-likely-than-not to be realized.
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. Given the complexity of the GILTI provisions, we are still evaluating the effects of the GILTI provisions and have not yet determined our accounting policy. At March 31, 2018, because we are still evaluating the GILTI provisions and our analysis of future taxable income that is subject to GILTI, we have included GILTI related to current-year operations only in our annual effective ETR and have not provided additional GILTI on deferred items.
As of March 31, 2018, there were no material changes to either the nature or the amounts of the uncertain tax positions previously determined for the year ended December 31, 2017.
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- References No definition available.
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- 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. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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Employee Benefit Plans |
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| Employee Benefit Plans |
8.Employee Benefit Plans
German Pension Plan
The Company’s subsidiary in Germany provides pension benefits to retirees. Employees eligible for participation include all employees who started working for the Company prior to September 30, 1987 and have finished a qualifying period of at least 10 years. The Company accrues the cost of these benefits over the service lives of the covered employees based on an actuarial calculation. The Company uses a December 31 measurement date for this plan. The German pension plan is an unfunded plan and therefore has no plan assets.
U.K. Pension Plan
The Company’s subsidiary in the United Kingdom provides pension benefits to retirees and eligible dependents. Employees eligible for participation included all full-time regular employees who were more than three years from retirement prior to October 2001. A retirement pension or a lump-sum payment may be paid dependent upon length of service at the mandatory retirement age. The Company accrues the cost of these benefits over the service lives of the covered employees based on an actuarial calculation. The Company uses a December 31 measurement date for this plan.
The expected rate of return assumptions for U.K pension plan assets 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 for the overall scheme of 4.25%.
Tax Effect on Accumulated Other Comprehensive Loss
As of March 31, 2018 and December 31, 2017, the Company recorded actuarial losses of $11.5 million and $11.1 million in accumulated other comprehensive loss on the condensed consolidated balance sheets, respectively, which is net of a deferred tax benefit of $2.0 million.
Pension and Post Retirement Expense
The components of the net periodic benefit cost are as follows:
Upon adopting ASU no. 2017-07 as described in Note 2, the company now records pension interest cost within Interest expense, net. Expected return on plan assets, amortization of prior service costs, and amortization of net losses are recorded within Other income, net. Service cost is recorded within Cost of Revenue.
Employer Contributions
The Company’s funding of employer contributions is based on governmental requirements and differs from those methods used to recognize pension expense. The Company made contributions of $0.6 million and $0.6 million to its pension plans during the three months ended March 31, 2018 and 2017, respectively. The Company has fully funded the pension plans for 2018 based on current plan provisions.
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- References No definition available.
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- Definition The entire disclosure for pension and other postretirement benefits. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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Commitments and Contingencies |
3 Months Ended |
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Mar. 31, 2018 | |
| Commitments and Contingencies | |
| Commitments and Contingencies |
9.Commitments and Contingencies
Appraisal Demand
On September 21, 2017, stockholders of our wholly-owned subsidiary SourceHOV, who allege combined ownership of 10,304 shares of SourceHOV common stock, filed a petition for appraisal pursuant to 8 Del. C. § 262 in the Delaware Court of Chancery, captioned Manichaean Capital, LLC, et al. v. SourceHOV Holdings, Inc., C.A. No. 2017-0673-JRS (the “Appraisal Action”). The Appraisal Action arises out of the Business Combination Transaction, which gave rise to appraisal rights pursuant to 8 Del. C. § 262. In the Appraisal Action, the petitioners seek, among other things, a determination of the fair value of their shares at the time of the Business Combination; an order that SourceHOV pay that value to the petitioners, together with interest at the statutory rate; and an award of costs, attorneys’ fees, and other expenses. On October 12, 2017, SourceHOV filed its answer to the petition and a verified list pursuant to 8 Del. C. § 262(f). Trial is currently scheduled for June 2019. At this early stage of the litigation, the Company is unable to predict the outcome of the Appraisal Action or estimate any loss or range of loss that may arise from the Appraisal Action.
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- References No definition available.
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- Definition The entire disclosure for commitments and contingencies. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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Fair Value Measurement |
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10. Fair Value Measurement
Assets and Liabilities Measured at Fair Value on a Non-Recurring Basis
The carrying amount of assets and liabilities including cash and cash equivalents, accounts receivable and accounts payable approximated their fair value as of March 31, 2018 and December 31, 2017 due to the relative short maturity of these instruments. Management estimates the fair values of the secured term loan and secured notes at approximately 100.9% and 101.0% respectively, of the respective principal balance outstanding as of March 31, 2018. The carrying value approximates the fair value for the long-term debt. Other debt represents the Company’s outstanding loan balances associated with various hardware and software purchases along with loans entered into by subsidiaries of the Company and as such, the cost incurred would approximate fair value. Property and equipment, intangible assets, capital lease obligations, and goodwill are not required to be re-measured to fair value on a recurring basis. These assets are evaluated for impairment if certain triggering events occur. If such evaluation indicates that impairment exists, the respective asset is written down to its fair value.
The Company determined the fair value of its long-term debt using Level 2 inputs including the recent issue of the debt, the Company’s credit rating, and the current risk-free rate. The Company’s contingent liabilities related to prior acquisitions are re-measured each period and represent a Level 2 measurement as it is based on using an earn out method based on the agreement terms.
The following table provides the carrying amounts and estimated fair values of the Company’s financial instruments as of March 31, 2018 and December 31, 2017:
The significant unobservable inputs used in the fair value of the Company’s acquisition contingent liabilities are the discount rate, growth assumptions, and revenue thresholds. Significant increases (decreases) in the discount rate would have resulted in a lower (higher) fair value measurement. Significant increases (decreases) in the forecasted financial information would have resulted in a higher (lower) fair value measurement. For all significant unobservable inputs used in the fair value measurement of the Level 3 liabilities, a change in one of the inputs would not necessarily result in a directionally similar change in the other based on the current level of billings.
The following table reconciles the beginning and ending balances of net assets and liabilities classified as Level 3 for which a reconciliation is required:
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- References No definition available.
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- 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. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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Stock-Based Compensation |
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| Stock-Based Compensation |
11. Stock-Based Compensation
At Closing, SourceHOV had 24,535 restricted stock units (“RSUs”) outstanding under its 2013 Long Term Incentive Plan (“2013 Plan”). Simultaneous with the Closing, the 2013 Plan, as well as all vested and unvested RSUs under the 2013 Plan, were assumed by Ex-Sigma, LLC (“ExSigma”), an entity formed by the former SourceHOV equity holders, which is also the Company’s principal stockholder. In accordance with U.S. GAAP, the Company will continue to incur compensation expense related to the 9,880 unvested RSUs as of July 12, 2017 on a straight-line basis until fully vested, as the recipients of the RSUs are employees of the Company. Subject to continuous employment and other terms of the 2013 Plan, all remaining unvested RSUs with an initial vesting period of 3 or 4 years will vest in April 2019. Stock-based compensation expense is recorded within Selling, general, and administrative expenses. The Company incurred total compensation expense of $0.9 million related to these awards for the three months ended March 31, 2018.
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. 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 plan administrator determines the vesting period for each option award on the grant date, and the options generally expire 10 years from the grant date. The Company will be authorized to issue up to 8,323,764 shares of Common Stock. No awards have been issued under the 2018 Plan as of March 31, 2018.
A summary of the status of restricted stock units as of March 31, 2018 and December 31, 2017 and the changes during the periods then ended is presented as follows:
As of March 31, 2018, there was approximately $5.0 million of total unrecognized compensation expense related to restricted stock, which will be recognized over the respective service period of approximately 1.08 years until April of 2019. There were 24,535 restricted stock units outstanding, of which 5,400 were unvested as of March 31, 2018.
Restricted Stock Unit Grants
As part of the 2018 plan Exela issued Restricted Stock Units (“RSUs”) to directors on April 2, 2018. The RSUs are subject to all of the terms and conditions of the 2018 Plan. In total Exela issued 207,020 units at a grant date fair value of $1.1 million. Provided that the Holder has not undergone a Termination prior to the applicable vesting date, 86,874 of the shares issued shall vest immediately prior to the 2018 annual meeting of the stockholders of the Company. Provided that Holder has not undergone a Termination prior to the applicable vesting date, for 120,146 of the shares issued, thirty-three and one third percent of the Restricted Stock Units shall vest immediately prior to each of the 2018 annual meeting of the stockholders of the Company, the 2019 annual meeting of the stockholders of the Company and the 2020 annual meeting of the stockholders of the Company.
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- Definition The entire disclosure for compensation-related costs for equity-based compensation, which may include disclosure of policies, compensation plan details, allocation of equity compensation, incentive distributions, equity-based arrangements to obtain goods and services, deferred compensation arrangements, employee stock ownership plan details and employee stock purchase plan details. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- References No definition available.
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Stockholders' Equity |
3 Months Ended |
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Mar. 31, 2018 | |
| Stockholders' Equity | |
| Stockholders' Equity |
12. Stockholders’ Equity
The following description summarizes the material terms and provisions of the securities that the Company has authorized.
Common Stock
The Company is authorized to issue 1,600,000,000 shares of common stock, par value $0.0001 per share. At March 31, 2018 the Company had 152,515,918 shares of common stock outstanding: a) 80,600,000 shares of common stock were issued to to Ex-Sigma, b) 30,600,000 shares of common stock to the sole shareholder of Novitex, c) 12,093,331 shares of common stock to the shareholders of Quinpario who did not redeem their shares, d) 3,609,375 to certain third party advisors involved in the Business Combination, and 19,599,818 shares of common stock issued to holders as part of a private placement at $8 per share. Certain shareholders of Quinpario were offered 25% common stock bonuses if they executed conversion agreements within a specified time limit. No agreements were executed for the three months ended March 31, 2018. As of March 31, 2018, there were no additional issuances 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 Exela Common Stock possess all voting power for the election of Exela’s directors and all other matters requiring stockholder action and will at all times vote together as one class on all matters submitted to a vote of Exela stockholders. Holders of Exela Common Stock are entitled to one vote per share on matters to be voted on by stockholders. Holders of Exela Common Stock will be entitled to receive such dividends and other distributions, if any, as may be declared from time to time by the board of directors in its discretion out of funds legally available therefor and shall share equally on a per share basis in such dividends and distributions. The holders of the common stock have no conversion, preemptive or other subscription rights and there are no sinking fund or redemption provisions applicable to the common stock.
Preferred Stock
The Company is authorized to issue 20,000,000 shares of preferred stock with such designations, voting and other rights and preferences as may be determined from time to time by the Board of Directors. At March 31, 2018, the Company had 4,569,233 shares of Series A Preferred Stock outstanding. The par value of Series A Preferred Stock is $0.0001 per share. Each share of Series A Convertible Preferred Stock will be convertible at the holder’s option, at any time after the six-month anniversary and prior to the third anniversary of the issue date, initially into 1.2226 shares of Exela Common Stock.
Holders of the Series A Preferred Stock will be entitled to receive cumulative dividends at a rate per annum of 10% of the Liquidation Preference per share of Series A Preferred Stock, paid or accrued quarterly in arrears. From the issue date until the third anniversary of the issue date, the amount of all accrued but unpaid dividends on the Series A Preferred Stock will be added to the Liquidation Preference without any action by the Company’s board of directors. For the quarter ended March 31, 2018 this amount was $0.9 million as reflected on the Consolidated Statement of Operations.
Following the third anniversary of the issue date, dividends on the Series A Preferred Stock will be accrued by adding to the Liquidation Preference or paid in cash, or a combination thereof. In addition, holders of the Series A Preferred Stock will participate in any dividend or distribution of cash or other property paid in respect of the Common Stock pro rata with the holders of the Common Stock (other than certain dividends or distributions that trigger an adjustment to the conversion rate, as described in the Certificate of Designations), as if all shares of Series A Preferred Stock had been converted into Common Stock immediately prior to the date on which such holders of the Common Stock became entitled to such dividend or distribution.
Treasury Stock
On November 8, 2017, the Company’s board of directors authorized a share buyback program (the “Share Buyback Program”), pursuant to which the Company may, from time to time, purchase up to 5,000,000 shares of its Common Stock. Share repurchases may be executed through various means, including, without limitation, open market transactions, privately negotiated transactions or otherwise. The decision as to whether to purchase any shares and the timing of purchases, if any, will be based on the price of the Company’s Common Stock, general business and market conditions and other investment considerations and factors. The Share Buyback Program does not obligate the Company to purchase any shares and expires in 24 months. The Share Buyback Program may be terminated or amended by the Company’s board of directors in its discretion at any time. No shares were repurchased for the three months ended March 31, 2018.
Under the Share Buyback Program we purchased an additional 136,905 shares during April 2018 at an average share price of $4.70.
Warrants
At March 31, 2018, there were a total of 34,980,163 warrants outstanding. As part of its IPO, Quinpario had issued 35,000,000 units including one share of common stock and one warrant. The warrants are traded on the OTC Bulletin Board as of March 31, 2018.
Each warrant entitles the holder to purchase one-half of one share of common stock at a price of $5.75 per half share ($11.50 per whole share). Warrants may be exercised only for a whole number of shares of common stock. No fractional shares will be issued upon exercise of the warrants. Each warrant is currently exercisable and will expire July 12, 2022 (five years after the completion of the Business Combination), or earlier upon redemption.
The Company may call the warrants for redemption at a price of $0.01 per warrant upon a minimum of 30 days’ prior written notice of redemption, if, and only if, the last sales price of our shares of common stock equals or exceeds $24.00 per share for any 20 trading days within a 30 trading day period (the “30-day trading period”) ending three business days before we send the notice of redemption, and if, and only if, there is a current registration statement in effect with respect to the shares of common stock underlying such warrants commencing five business days prior to the 30-day trading period and continuing each day thereafter until the date of redemption.
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- References No definition available.
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- Definition The entire disclosure for shareholders' equity comprised of portions attributable to the parent entity and noncontrolling interest, including other comprehensive income. Includes, but is not limited to, balances of common stock, preferred stock, additional paid-in capital, other capital and retained earnings, accumulated balance for each classification of other comprehensive income and amount of comprehensive income. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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Related-Party Transactions |
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| Related-Party Transactions |
13. Related-Party Transactions
Leasing Transactions
Certain operating companies lease their operating facilities from HOV RE, LLC and HOV Services Limited, which are affiliates through common interest held by Ex-Sigma 2 LLC, our largest stockholder. The rental expense for these operating leases was $0.2 million for the three months ended March 31, 2018 and none were incurred for the three months ended March 31, 2017.
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 approximately $0.1 million for the three months ended March 31, 2018 and no such expense was recognized for the three months ended March 31, 2017.
The Company receives consulting services from Shadow Pond, LLC. Shadow Pond, LLC is wholly owned and controlled by Vik Negi, our Executive Vice President Treasury and Business Affairs. The consulting arrangement was established to compensate Mr. Negi for his services to the Company prior to becoming an employee. The expense recognized for these services was approximately $0.1 million and $0.1 million for three months ended March 31, 2018 and 2017, respectively. We expect the consulting arrangement with Shadow Pond, LLC to terminate on April 1, 2018 and for Mr.Negi to continue to provide services as an employee of the Company.
Relationship with HandsOn Global Management
The Company incurred management fees to HandsOn Global Management (“HGM”), SourceHOV’s former owner, of $1.5 million for the three months ended March 31, 2017. The management agreement terminated in 2017 and there were no such fees for the three months ended March 31, 2018.
Pursuant to a master agreement dated January 1, 2015 between Rule 14, LLC and SourceHOV, the Company incurs marketing fees to Rule 14, LLC, a portfolio company of HGM. Similarly, SourceHOV is party to ten master agreements with entities affiliated with HGM’s ventures portfolio, each of which were entered into during 2015 and 2016. Each master agreement provides SourceHOV with free use of technology and includes a reseller arrangement pursuant to which SourceHOV is entitled to sell these services to third parties. Any revenue earned by SourceHOV in such third-party sale is shared 75%/25% with each of HGM’s venture affiliates in favor of SourceHOV. The brands Zuma, Athena, Peri, BancMate, Spring, Jet, Teletype, CourtQ and Rewardio are part of the HGM ventures portfolio. SourceHOV has the license to use and resell such brands, as described therein. We incurred fees relating to these agreements of $0.2 million and $0.1 million for the three months ended March 31, 2018 and 2017, respectively.
Relationship with HOV Services, Ltd.
HOV Services, Ltd. provides the Company data capture and technology services. HOV Services, Ltd is an indirect equity holder of Ex-Sigma LLC. The expense recognized for these services was approximately $0.4 million for the three months ended March 31, 2018 and 2017 and is included in cost of revenue in the consolidated statements of operations.
Relationship with Apollo Global Management, LLC
The Company provides services to and receives services from certain Apollo affiliated companies. Funds managed by Apollo Global Management, LLC have the right to designate two of the Company’s directors. On November 18, 2014, Novitex Solutions, entered into a master services agreement with Management Holdings, an indirect wholly owned subsidiary of Apollo. Pursuant to this master services agreement, Novitex Solutions provides Management Holdings printer supplies and maintenance services, including toner maintenance, training, quarterly business review and printer procurement. We recognized revenue of approximately $0.1 million in our consolidated statements of operations from Apollo affiliated companies under this agreement for the three months ended March 31, 2018 and 2017.
On January 18, 2017, Novitex Solutions entered into a master purchase and professional services agreement with Caesars Enterprise Services, LLC (“Caesars”). Caesars is controlled by investment funds affiliated with Apollo. Pursuant to this master purchase and professional services agreement, Novitex Solutions provides managed print services to Caesars, including general equipment operation, supply management, support services and technical support. We recognized revenue of approximately $1.0 million in our consolidated statements of operations from Caesars under this master purchase and professional services agreement for the three months ended March 31, 2018.
On May 5, 2017, Novitex Solutions entered into a master services agreement with ADT LLC. ADT LLC is controlled by investment funds affiliated with Apollo. Pursuant to this master services agreement, Novitex Solutions provides ADT LLC with mailroom and onsite mail delivery services at an ADT LLC office location and managed print services, including supply management, equipment maintenance and technical support services. We recognized revenue of less than $0.1 million in our consolidated statements of operations from ADT LLC under this master services agreement for the three months ended March 31, 2018.
On July 20, 2017, Novitex Solutions entered into a master services agreement with Diamond Resorts Centralized Services Company. Diamond Resorts Centralized Services Company is controlled by investment funds affiliated with Apollo. Pursuant to this master services agreement, Novitex Solutions provides commercial print and promotional product procurement services to Diamond Resorts Centralized Services Company, including sourcing, inventory management and fulfillment services. The Company recognized revenue of $2.4 million and cost of revenue of $0.1 million from Diamond Resorts Centralized Services Company under this master services agreement during the three months ended March 31, 2018.
In April 2016, the Company’s subsidiary, Novitex Enterprise Solutions, Inc. (“Novitex Solutions”) entered into a master services agreement with Presidio Networked Solutions Group, LLC (“Presidio Group”), a wholly-owned subsidiary of Presidio, Inc., a portion of which is owned by affiliates of Apollo and with a common Apollo designated director. Pursuant to this master services agreement, Presidio Group provides Novitex Solutions with employees, subcontractors, and/or goods and services. For the three months ended March 31, 2018 there were related party expenses of $0.1 million for this service.
Payable Balances with Affiliates
Payable balances with affiliates as of March 31, 2018 and December 31, 2017 are as follows:
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- References No definition available.
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- 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. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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Segment Information |
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| Segment Information | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Segment Information |
14. Segment Information
The Company’s operating segments are significant strategic business units that align its products and services with how it manages its business, approach the markets and interacts with its clients. The Company is organized into three segments: ITPS, HS, and LLPS.
ITPS: Our 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: Our HS segment operates and maintains a consulting and outsourcing business specializing in both the healthcare provider and payer markets.
LLPS: Our LLPS segment provides a broad and active array of legal services in connection with class action, bankruptcy labor, claims adjudication and employment and other legal matters.
The chief operating decision maker reviews operating segment revenue and gross profit. The Company does not allocate SG&A, depreciation and amortization, interest expense and sundry, net. The Company manages assets on a total company basis, not by operating segment, and therefore asset information and capital expenditures by operating segments are not presented.
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- References No definition available.
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- 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. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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Subsequent Events |
3 Months Ended |
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Mar. 31, 2018 | |
| Subsequent Events | |
| Subsequent Events |
15. Subsequent Events
On April 10, 2018 Exela announced the acquisition of Asterion International Group (“Asterion”), a well-established provider of technology driven business process outsourcing, document management and business process automation (BPA) across Europe. Asterion currently serves over 250 key customers in Europe from 13 operating locations and 30 customer sites. The purchase price was approximately $19.5 million. This acquisition will not only enable Asterion’s customers to access Exela’s full suite of BPA solutions but also strategically position Exela to expand its existing revenue base through a broader portfolio of offerings with a larger European presence.
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- References No definition available.
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- Definition The entire disclosure for significant events or transactions that occurred after the balance sheet date through the date the financial statements were issued or the date the financial statements were available to be issued. Examples include: the sale of a capital stock issue, purchase of a business, settlement of litigation, catastrophic loss, significant foreign exchange rate changes, loans to insiders or affiliates, and transactions not in the ordinary course of business. No definition available.
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Significant Accounting Policies (Policies) |
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| Significant Accounting Policies | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Revenue Recognition |
Revenue Recognition
We account for revenue in accordance with ASC 606. 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 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 transaction 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 table disaggregates revenue from contracts by geographic region and by segment for the three months ended March 31, 2018, and 2017:
Contract Balances
The following table presents contract assets and contract liabilities recognized at March 31, 2018 and December 31, 2017:
Accounts receivable includes $34.3 million and $27.9 million as of March 31, 2018 and December 31, 2017, respectively, representing amounts not billed to customers. We have accrued the unbilled receivables for work performed in accordance with the terms of contracts with customers.
Deferred revenues relate to payments received in advance of performance under a contract. A significant portion of this balance relates to service contracts where we received payments for upfront conversions/implementation type activities of 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 $7.1 million during the three months ended March 31, 2018 that had been deferred as of December 31, 2017.
Costs incurred to obtain and fulfill contract are deferred and expensed on a straight-line basis over the estimated benefit period, which is generally the contract term. We recognized $2.4 million of amortization for these costs in the first quarter of 2018 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 transition activities and can be separated into two principal categories: contract commissions and transition/set-up costs. Examples of such capitalized costs include hourly labor and related fringe benefits and travel costs. Applying the practical expedient in ASC 340-40-25-4, we recognize the incremental costs of obtaining contracts as an expense when incurred if the amortization period would have been one year or less. These costs are included in Selling, general and administrative expenses. The effect of applying this practical expedient was not material.
Customer deposits consist primarily of amounts received from customers in advance for postage. The majority of the amounts recorded as of December 31, 2017 were used to pay for postage with the corresponding postage revenue being recognized during the quarter ended March 31, 2018.
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.
Some of our contracts have multiple performance obligations, including contracts that combine software implementation services with post-implementation customer support. For contracts with multiple performance obligations, we allocate the contract’s transaction price to each performance obligation using our best estimate of the standalone selling price of each distinct good or service in the contract. The primary method used to estimate standalone selling price is the expected cost plus a margin approach, under which we estimate our expected costs of satisfying a performance obligation and add an appropriate margin for that distinct good or service. We also use the adjusted market approach whereby we estimate the price that customers in the market would be willing to pay. In assessing whether to allocate variable consideration to a specific part of the contract, we consider the nature of the variable payment and whether it relates specifically to its efforts to satisfy a specific part of the contract. Certain of our software implementation performance obligations are satisfied at a point in time, typically when customer acceptance is obtained.
When evaluating the transaction price, we analyze, on a contract by contract basis, all applicable variable consideration. The nature of our contracts give rise to variable consideration, including volume discounts, contract penalties, and other similar items that generally decrease the transaction price. We estimate these amounts based on the expected amount to be provided to customers and reduce revenues recognized. We do not anticipate significant changes to our estimates of variable consideration.
We include reimbursements from customers, such as postage costs, in revenue, while the related costs are included in cost of revenue.
Transaction Price Allocated to the Remaining Performance Obligations
In accordance with optional exemptions available under ASC 606, we did not disclose the value of unsatisfied performance obligations for (1) contracts with an original expected length of one year or less, and (2) contracts for which variable consideration relates entirely to an unsatisfied performance obligation, which comprise the majority of our contracts. We have certain 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. These contracts comprise substantially all of the amounts for which we expect to recognize revenue related to fixed consideration associated with remaining performance obligations in each of the future periods noted:
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- References No definition available.
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- Definition Disclosure of accounting policy for revenue from contract with customer. No definition available.
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General (Tables) |
3 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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| Schedule of components of basic and diluted EPS |
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- References No definition available.
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- Definition Tabular disclosure of an entity's basic and diluted earnings per share calculations, including a reconciliation of numerators and denominators of the basic and diluted per-share computations for income from continuing operations. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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Significant Accounting Policies (Tables) |
3 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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| Significant Accounting Policies | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Schedule of disaggregates revenue from contracts by geographic region and by segment |
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| Schedule of contract balances |
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| Schedule of estimated remaining fixed consideration for unsatisfied performance obligations |
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- Definition Tabular disclosure of contract balances and changes in contract balances. No definition available.
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- Definition Tabular disclosure of disaggregation of revenue into categories depicting how nature, amount, timing, and uncertainty of revenue and cash flows are affected by economic factor. No definition available.
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- Definition Tabular disclosure of expected timing for satisfying remaining performance obligation. No definition available.
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Business Combination (Tables) |
3 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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| Business Combination | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Schedule of consideration paid and the preliminary fair value of the assets acquired and liabilities assumed |
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| Schedule of identifiable intangible assets |
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- References No definition available.
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- Definition Tabular disclosure of the characteristics, including initial carrying value, residual amount, weighted average useful life, of finite-lived intangible assets acquired during the period by major class. A major class is composed of intangible assets that can be grouped together because they are similar, either by nature or by their use in the operations of the company. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition Tabular disclosure of the amounts recognized as of the acquisition date for each major class of assets acquired and liabilities assumed. May include but not limited to the following: (a) acquired receivables; (b) contingencies recognized at the acquisition date; and (c) the fair value of noncontrolling interests in the acquiree. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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Intangibles Assets and Goodwill (Tables) |
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| Intangibles Assets and Goodwill | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Schedule of intangible assets |
(a) Amounts include intangibles acquired in the 2017 Business Combination.
(b) The carrying amount of trade names for 2017 is net of accumulated impairment losses of $39.3 million.
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| Schedule of goodwill by reporting segment |
(a) The carrying amount of goodwill for all periods presented is net of accumulated impairment losses of $137.9 million. (b) Addition to goodwill is due to the Novitex acquisition. Refer to Note 3. (c) The reduction in goodwill is due to $30.1 million for impairment recorded in the fourth quarter of 2017 and $2.7 million for the sale of Meridian Consulting Group, LLC in the first quarter of 2017.
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- References No definition available.
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- Definition Tabular disclosure of assets, excluding financial assets and goodwill, lacking physical substance with a finite life, by either major class or business segment. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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| X | ||||||||||
- Definition Tabular disclosure of goodwill by reportable segment and in total which includes a rollforward schedule. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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Long-Term Debt and Credit Facilities (Tables) |
3 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Mar. 31, 2018 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Long-Term Debt and Credit Facilities | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Schedule of outstanding long-term debt instruments |
(a) Other debt represents the Company’s outstanding loan balances associated with various hardware and software purchases along with loans entered into by subsidiaries of the Company. (b) Net of unamortized original issue discount and debt issuance costs of $9.5 million and $28.0 million and $9.9 million and $29.1million as of March 31, 2018 and December 31, 2017. (c) Net of unamortized debt discount and debt issuance costs of $20.5 million and $8.2 million and $21.2 million and $8.5 million as of March 31, 2018 and December 31, 2017.
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- References No definition available.
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| X | ||||||||||
- 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. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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Employee Benefit Plans (Tables) |
3 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Mar. 31, 2018 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Employee Benefit Plans | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Schedule of components of the net periodic benefit cost |
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- References No definition available.
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| X | ||||||||||
- Definition Tabular disclosure of the components of net benefit costs for pension plans and/or other employee benefit plans including service cost, interest cost, expected return on plan assets, gain (loss), prior service cost or credit, transition asset or obligation, and gain (loss) recognized due to settlements or curtailments. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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Fair Value Measurement (Tables) |
3 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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| Fair Value Measurement | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Schedule of fair value of financial instruments |
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| Schedule of net assets and liabilities classified as Level 3 for reconciliation |
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- Definition Tabular disclosure of financial instruments measured at fair value, including those classified in shareholders' equity measured on a recurring or nonrecurring basis. Disclosures include, but are not limited to, fair value measurements recorded and the reasons for the measurements, level within the fair value hierarchy in which the fair value measurements are categorized and transfers between levels 1 and 2. Nonrecurring fair value measurements are those that are required or permitted in the statement of financial position in particular circumstances. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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| X | ||||||||||
- References No definition available.
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| X | ||||||||||
- Definition Tabular disclosure of the fair value measurement of liabilities using significant unobservable inputs (Level 3), a reconciliation of the beginning and ending balances, separately presenting changes attributable to the following: (1) total gains or losses for the period (realized and unrealized), segregating those gains or losses included in earnings (or changes in net assets), and gains or losses recognized in other comprehensive income (loss) and a description of where those gains or losses included in earnings (or changes in net assets) are reported in the statement of income (or activities); (2) purchases, sales, issues, and settlements (each type disclosed separately); and (3) transfers in and transfers out of Level 3 (for example, transfers due to changes in the observability of significant inputs) by class of liability. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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Stock-Based Compensation (Tables) |
3 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Mar. 31, 2018 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Stock-Based Compensation | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Summary of the status of restricted stock units |
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| X | ||||||||||
- References No definition available.
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| X | ||||||||||
- Definition Tabular disclosure of the changes in outstanding nonvested restricted stock units. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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Related-Party Transactions (Tables) |
3 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Mar. 31, 2018 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Related-Party Transactions | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Schedule of payable balances with affiliates |
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| X | ||||||||||
- References No definition available.
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| X | ||||||||||
- Definition Tabular disclosure of related party transactions. Examples of related party transactions include, but are not limited to, 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. No definition available.
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Segment Information (Tables) |
3 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Mar. 31, 2018 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Segment Information | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Schedule of revenue by segment information |
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| X | ||||||||||
- Definition Tabular disclosure of the profit or loss and total assets for each reportable segment. An entity discloses certain information on each reportable segment if the amounts (a) are included in the measure of segment profit or loss reviewed by the chief operating decision maker or (b) are otherwise regularly provided to the chief operating decision maker, even if not included in that measure of segment profit or loss. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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| X | ||||||||||
- References No definition available.
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General - Net loss per share (Details) - USD ($) $ / shares in Units, $ in Thousands |
3 Months Ended | ||
|---|---|---|---|
Jul. 12, 2017 |
Mar. 31, 2018 |
Mar. 31, 2017 |
|
| Net loss per share | |||
| Net loss attributable to common stockholders | $ (24,908) | $ (15,681) | |
| Weighted average common shares outstanding - basic and diluted | 152,140,117 | 64,024,557 | |
| Loss per share - Basic and diluted | $ (0.16) | $ (0.24) | |
| Series A Preferred Stock | |||
| Net loss per share | |||
| Number of anti-dilutive shares excluded from computation of diluted loss per share | 5,586,344 | ||
| Warrants | |||
| Net loss per share | |||
| Number of anti-dilutive shares excluded from computation of diluted loss per share | 35,000,000 | ||
| X | ||||||||||
- Definition Securities (including those issuable pursuant to contingent stock agreements) that could potentially dilute basic earnings per share (EPS) or earnings per unit (EPU) in the future that were not included in the computation of diluted EPS or EPU because to do so would increase EPS or EPU amounts or decrease loss per share or unit amounts for the period presented. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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| X | ||||||||||
- 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. No definition available.
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| X | ||||||||||
- Definition The amount of net income or loss for the period per each share in instances when basic and diluted earnings per share are the same amount and reported as a single line item on the face of the financial statements. Basic earnings per share is the amount of net income or loss for the period per each share of common stock or unit outstanding during the reporting period. Diluted earnings per share includes the amount of net income or loss for the period available to each share of common stock or common unit outstanding during the reporting period and to each share or unit that would have been outstanding assuming the issuance of common shares or units for all dilutive potential common shares or units outstanding during the reporting period. No definition available.
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| X | ||||||||||
- Definition Net income after adjustments for dividends on preferred stock (declared in the period) and/or cumulative preferred stock (accumulated for the period). Reference 1: http://www.xbrl.org/2003/role/presentationRef
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| X | ||||||||||
- Definition Average number of shares or units issued and outstanding that are used in calculating basic and diluted earnings per share (EPS). No definition available.
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| X | ||||||||||
- Details
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| X | ||||||||||
- Details
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Recently Adopted Accounting Pronouncements (Details) - USD ($) $ in Millions |
3 Months Ended | |
|---|---|---|
Mar. 31, 2018 |
Mar. 31, 2017 |
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| ASU 2014-09 | ||
| Recently Adopted Accounting Pronouncements | ||
| Cumulative effect on accumulated deficit | $ 1.4 | |
| ASU 2016-18 | ||
| Recently Adopted Accounting Pronouncements | ||
| Net change in cash and cash equivalents reflected in operating cash flows | $ 0.1 | |
| Increase in cash and cash equivalents due to inclusion of restricted cash | $ 25.9 | |
| X | ||||||||||
- Definition Amount of the related income tax effect of a cumulative effect on retained earnings. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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| X | ||||||||||
- Definition The net cash inflow or outflow for the increase (decrease) associated with funds that are not available for withdrawal or use (such as funds held in escrow) and are associated with underlying transactions that are classified as operating activities. This may include cash restricted for regulatory purposes. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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| X | ||||||||||
- 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. No definition available.
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| X | ||||||||||
- Definition The carrying amounts of cash and cash equivalent items which are restricted as to withdrawal or usage. Restrictions may include legally restricted deposits held as compensating balances against borrowing arrangements, contracts entered into with others, or entity statements of intention with regard to particular deposits; however, time deposits and short-term certificates of deposit are not generally included in legally restricted deposits. Excludes compensating balance arrangements that are not agreements which legally restrict the use of cash amounts shown on the balance sheet. This element is for unclassified presentations; for classified presentations there is a separate and distinct element. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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| X | ||||||||||
- Details
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| X | ||||||||||
- Details
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Significant Accounting Policies - Disaggregation of Revenues (Details) - USD ($) $ in Thousands |
3 Months Ended | |
|---|---|---|
Mar. 31, 2018 |
Mar. 31, 2017 |
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| ITPS | ||
| Disaggregation of Revenues | ||
| Revenues | $ 311,937 | |
| ITPS | Before Topic 606 | ||
| Disaggregation of Revenues | ||
| Revenues | $ 135,797 | |
| ITPS | United States | ||
| Disaggregation of Revenues | ||
| Revenues | 269,939 | |
| ITPS | United States | Before Topic 606 | ||
| Disaggregation of Revenues | ||
| Revenues | 106,347 | |
| ITPS | Europe | ||
| Disaggregation of Revenues | ||
| Revenues | 35,283 | |
| ITPS | Europe | Before Topic 606 | ||
| Disaggregation of Revenues | ||
| Revenues | 28,300 | |
| ITPS | Other | ||
| Disaggregation of Revenues | ||
| Revenues | 6,715 | |
| ITPS | Other | Before Topic 606 | ||
| Disaggregation of Revenues | ||
| Revenues | 1,150 | |
| HS | ||
| Disaggregation of Revenues | ||
| Revenues | 58,632 | |
| HS | Before Topic 606 | ||
| Disaggregation of Revenues | ||
| Revenues | 59,078 | |
| HS | United States | ||
| Disaggregation of Revenues | ||
| Revenues | 58,632 | |
| HS | United States | Before Topic 606 | ||
| Disaggregation of Revenues | ||
| Revenues | 59,078 | |
| LLPS | ||
| Disaggregation of Revenues | ||
| Revenues | 22,598 | |
| LLPS | Before Topic 606 | ||
| Disaggregation of Revenues | ||
| Revenues | 23,385 | |
| LLPS | United States | ||
| Disaggregation of Revenues | ||
| Revenues | $ 22,598 | |
| LLPS | United States | Before Topic 606 | ||
| Disaggregation of Revenues | ||
| Revenues | $ 23,385 | |
| X | ||||||||||
- 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. No definition available.
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| X | ||||||||||
- 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. No definition available.
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| X | ||||||||||
- Details
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| X | ||||||||||
- Details
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| X | ||||||||||
- Details
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| X | ||||||||||
- Details
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| X | ||||||||||
- Details
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| X | ||||||||||
- Details
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| X | ||||||||||
- Details
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Significant Accounting Policies - Contract Balances (Details) - USD ($) $ in Thousands |
3 Months Ended | |
|---|---|---|
Mar. 31, 2018 |
Dec. 31, 2017 |
|
| Significant Accounting Policies | ||
| Accounts Receivable, net | $ 238,680 | $ 229,704 |
| Deferred revenue contract assets | 16,793 | 13,717 |
| Costs to obtain and fulfill a contract | 20,814 | 22,929 |
| Customer deposits | 36,542 | 31,656 |
| Unbilled receivables | 34,300 | $ 27,900 |
| Revenue recognized from deferred revenue | $ 7,100 |
| X | ||||||||||
- References No definition available.
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| X | ||||||||||
- Definition Amount due from customers or clients, within one year of the balance sheet date (or the normal operating cycle, whichever is longer), for goods or services (including trade receivables) that have been delivered or sold in the normal course of business, reduced to the estimated net realizable fair value by an allowance established by the entity of the amount it deems uncertain of collection. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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| X | ||||||||||
- Definition Amount received for services rendered and products shipped, but not yet billed, for non-contractual agreements due within one year or the normal operating cycle, if longer. No definition available.
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| X | ||||||||||
- Definition Amount, after accumulated amortization and accumulated impairment loss, of asset recognized from cost incurred to obtain or fulfill contract with customer. No definition available.
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| X | ||||||||||
- Definition The amount represents the aggregate prepayments received from customers for goods or services to be provided in the future, as well as the current portion of money or property received from customers that are to be returned upon satisfactory contract completion or as partial prepayment for goods or services to be provided in the future. No definition available.
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| X | ||||||||||
- Definition Amount of revenue recognized that was previously included in balance of obligation to transfer good or service to customer for which consideration from customer has been received or is due. No definition available.
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| X | ||||||||||
- Definition Amount of deferred revenues relating to contract assests and contract liabilities. No definition available.
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Significant Accounting Policies - Performance Obligations (Details) $ in Thousands |
Mar. 31, 2018
USD ($)
|
|---|---|
| Significant Accounting Policies | |
| 2018 | $ 213,796,515 |
| 2019 | 250,487,172 |
| 2020 | 119,914,305 |
| 2021 | 59,989,281 |
| 2022 | 34,163,699 |
| 2023 and thereafter | 11,548,764 |
| Total | $ 689,899,736 |
| X | ||||||||||
- References No definition available.
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| X | ||||||||||
- Definition Amount of transaction price allocated to performance obligation that has not been recognized as revenue. No definition available.
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| X | ||||||||||
- Definition Amount of transaction price allocated to performance obligation that has not been recognized as revenue, due after fifth fiscal year following latest fiscal year. No definition available.
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| X | ||||||||||
- Definition Amount of transaction price allocated to performance obligation that has not been recognized as revenue, due in fifth fiscal year following latest fiscal year. No definition available.
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| X | ||||||||||
- Definition Amount of transaction price allocated to performance obligation that has not been recognized as revenue, due in fourth fiscal year following latest fiscal year. No definition available.
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| X | ||||||||||
- Definition Amount of transaction price allocated to performance obligation that has not been recognized as revenue, due in third fiscal year following latest fiscal year. No definition available.
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| X | ||||||||||
- Definition Amount of transaction price allocated to performance obligation that has not been recognized as revenue, due in second fiscal year following latest fiscal year. No definition available.
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| X | ||||||||||
- Definition Amount of transaction price allocated to performance obligation that has not been recognized as revenue, due in remainder of fiscal year following latest fiscal year ended. No definition available.
|
Business Combination (Details) - USD ($) $ in Thousands |
Jul. 12, 2017 |
Mar. 31, 2018 |
Dec. 31, 2017 |
Dec. 31, 2016 |
|---|---|---|---|---|
| Business Acquisition | ||||
| Common stock, shares outstanding | 146,910,648 | 152,515,918 | 150,529,151 | |
| Preferred stock, shares outstanding | 9,194,233 | 4,569,233 | 6,194,233 | |
| Transaction costs | $ 0 | $ 60,000 | ||
| Assets acquired: | ||||
| Goodwill | $ 747,325 | $ 747,325 | $ 373,291 | |
| Warrants | ||||
| Business Acquisition | ||||
| Warrants, shares outstanding | 35,000,000 | 34,980,163 | ||
| SourceHOV and Novitex | ||||
| Business Acquisition | ||||
| Acquired debt | $ 1,400,000 | |||
| Novitex | ||||
| Business Acquisition | ||||
| Ownership percentage acquired | 100.00% | |||
| Shares issued in business combination (in shares) | 30,600,000 | |||
| Amount of equity transactions | $ 244,800 | |||
| Acquired debt | 420,500 | |||
| Transaction costs | 10,300 | |||
| Business acquisition, interest expense paid | 1,000 | |||
| Assets acquired: | ||||
| Cash and equivalents | 8,428 | |||
| Accounts receivable | 87,474 | |||
| Inventory | 1,245 | |||
| Prepaid expenses & other | 13,974 | |||
| Property, plant and equipment, net | 60,657 | |||
| Identifiable intangible assets, net | 251,060 | |||
| Deferred charges and other assets | 2,723 | |||
| Other noncurrent assets | 93 | |||
| Goodwill | 406,060 | |||
| Total identifiable assets acquired | 831,714 | |||
| Liabilities assumed: | ||||
| Accounts payable | (29,444) | |||
| Short-term borrowings and current portion of long-term debt | (11,335) | |||
| Accrued liabilities | (30,432) | |||
| Advanced billings and customer deposits | (18,926) | |||
| Long term debt | (15,704) | |||
| Deferred taxes | (46,991) | |||
| Other liabilities | (2,226) | |||
| Total liabilities assumed | (155,058) | |||
| Total Consideration | $ 676,656 |
| X | ||||||||||
- Definition Amount of direct costs of the business combination including legal, accounting, and other costs incurred to consummate the business acquisition. No definition available.
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| X | ||||||||||
- Definition Value of equity interests (such as common shares, preferred shares, or partnership interest) issued or issuable to acquire the entity. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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| X | ||||||||||
- Definition Number of shares of equity interests issued or issuable to acquire entity. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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| X | ||||||||||
- 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. No definition available.
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| X | ||||||||||
- Definition Percentage of voting equity interests acquired at the acquisition date in the business combination. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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| X | ||||||||||
- Definition Amount of assets acquired at the acquisition date. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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| X | ||||||||||
- References No definition available.
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| X | ||||||||||
- Definition Amount of currency on hand as well as demand deposits with banks or financial institutions, acquired at the acquisition date. Includes other kinds of accounts that have the general characteristics of demand deposits. Also includes short-term, highly liquid investments that are both readily convertible to known amounts of cash and so near their maturity that they present insignificant risk of changes in value because of changes in interest rates. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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| X | ||||||||||
- Definition Amount of asset related to consideration paid in advance for costs that provide economic benefits in future periods, and amount of other assets that are expected to be realized or consumed within one year or the normal operating cycle, if longer, acquired at the acquisition date. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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| X | ||||||||||
- Definition Amount due from customers or clients for goods or services, including trade receivables, that have been delivered or sold in the normal course of business, and amounts due from others, including related parties expected to be converted to cash, sold or exchanged within one year or the normal operating cycle, if longer, acquired at the acquisition date. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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| X | ||||||||||
- Definition Amount of liabilities incurred for goods and services received that are used in an entity's business and related party payables, assumed at the acquisition date. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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| X | ||||||||||
- Definition Amount of deferred tax liability attributable to taxable temporary differences assumed at the acquisition date. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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| X | ||||||||||
- Definition Amount of intangible assets, excluding goodwill, acquired at the acquisition date. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
- Definition The amount of inventory recognized as of the acquisition date. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
- Definition Amount of liabilities assumed at the acquisition date. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
- References No definition available.
|
| X | ||||||||||
- Definition Amount of long-term debt due after one year or the normal operating cycle, if longer, assumed at the acquisition date. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
- Definition Amount of other liabilities due after one year or the normal operating cycle, if longer, assumed at the acquisition date. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
- Definition Amount of other assets expected to be realized or consumed after one year or the normal operating cycle, if longer, acquired at the acquisition date. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
- Definition The amount of property, plant, and equipment recognized as of the acquisition date. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
- Definition Amount recognized for assets, including goodwill, in excess of (less than) the aggregate liabilities assumed. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
- Definition Number of warrants or rights outstanding. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
- Definition Number of shares of common stock outstanding. Common stock represent the ownership interest in a corporation. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
- Definition Amount, before unamortized (discount) premium and debt issuance costs, of long-term debt. Includes, but is not limited to, notes payable, bonds payable, commercial loans, mortgage loans, convertible debt, subordinated debt and other types of debt. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
- Definition Amount after accumulated impairment loss of an asset representing future economic benefits arising from other assets acquired in a business combination that are not individually identified and separately recognized. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
- Definition Aggregate share number for all nonredeemable preferred stock (or preferred stock redeemable solely at the option of the issuer) held by stockholders. Does not include preferred shares that have been repurchased. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
- Definition Amount of interest expense paid as a part of consideration incurred to consummate the business acquisition. No definition available.
|
| X | ||||||||||
- Definition Amount of accrued expenses due within one year or within the normal operating cycle, if longer, assumed at the acquisition date. No definition available.
|
| X | ||||||||||
- Definition Amount of advanced billings and customer deposits due within one year or within the normal operating cycle, if longer, assumed at the acquisition date. No definition available.
|
| X | ||||||||||
- Definition Amount of short-term borrowings and current portion of long-term debt due within one year or within the normal operating cycle, if longer, assumed at the acquisition date. No definition available.
|
| X | ||||||||||
- Definition The amount of deferred charges and other assets recognized as of the acquisition date. No definition available.
|
| X | ||||||||||
- Details
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| X | ||||||||||
- Details
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| X | ||||||||||
- Details
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Business Combination - Intangible Assets (Details) - USD ($) $ in Thousands |
3 Months Ended | 12 Months Ended | ||
|---|---|---|---|---|
Mar. 31, 2018 |
Mar. 31, 2017 |
Dec. 31, 2017 |
Jul. 12, 2017 |
|
| Intangible Assets | ||||
| Weighted Average Useful Life (in years) | 15 years 4 months 24 days | |||
| Fair value | $ 251,060 | |||
| Revenue | 393,167 | $ 218,260 | ||
| Net loss | (19,969) | (13,677) | ||
| ITPS | ||||
| Intangible Assets | ||||
| Revenue | $ 311,937 | $ 135,797 | ||
| Customer relationships | ||||
| Intangible Assets | ||||
| Weighted Average Useful Life (in years) | 16 years | |||
| Fair value | $ 230,000 | |||
| Internally developed software-Connect Platform | ||||
| Intangible Assets | ||||
| Weighted Average Useful Life (in years) | 5 years | |||
| Fair value | $ 1,710 | |||
| Non compete agreements | ||||
| Intangible Assets | ||||
| Weighted Average Useful Life (in years) | 1 year | |||
| Fair value | $ 1,350 | |||
| Novitex | ITPS | ||||
| Intangible Assets | ||||
| Amount of goodwill recorded with tax deductible | $ 14,000 | |||
| Revenue | $ 134,400 | |||
| Net loss | $ 5,000 | |||
| Novitex | Trademark and trade name | ||||
| Intangible Assets | ||||
| Weighted Average Useful Life (in years) | 9 years 6 months | |||
| Fair value | $ 18,000 | |||
| X | ||||||||||
- Definition Weighted average amortization period of finite-lived intangible assets acquired either individually or as part of a group of assets, in 'PnYnMnDTnHnMnS' format, for example, 'P1Y5M13D' represents the reported fact of one year, five months, and thirteen days. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
- Definition The amount of goodwill arising from a business combination that is expected to be deductible for tax purposes. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
- Definition Fair value portion of assets, excluding financial assets, that lack physical substance, having a limited useful life. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
- 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. No definition available.
|
| X | ||||||||||
- Definition Amount of income (loss) from continuing operations, including income (loss) from equity method investments, before deduction of income tax expense (benefit), and income (loss) attributable to noncontrolling interest. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
- 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). Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
- Details
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| X | ||||||||||
- Details
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| X | ||||||||||
- Details
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| X | ||||||||||
- Details
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| X | ||||||||||
- Details
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| X | ||||||||||
- Details
|
Business Combination - Transaction Costs and Restructuring Charges (Details) - USD ($) $ in Millions |
3 Months Ended | ||
|---|---|---|---|
Jul. 12, 2017 |
Mar. 31, 2018 |
Dec. 31, 2017 |
|
| Transaction Costs | |||
| Transaction costs | $ 0.0 | $ 60.0 | |
| Contract cancellation and advising fees | 23.0 | ||
| Debt issuance costs | $ 40.9 | ||
| Restructuring Charges | |||
| Severance expense | $ 0.0 | ||
| Novitex | |||
| Transaction Costs | |||
| Transaction costs | $ 10.3 | ||
| Executives | |||
| Restructuring Charges | |||
| Severance expense | 4.6 | ||
| Other terminations | |||
| Restructuring Charges | |||
| Severance expense | $ 0.1 |
| X | ||||||||||
- Definition Amount of direct costs of the business combination including legal, accounting, and other costs incurred to consummate the business acquisition. No definition available.
|
| X | ||||||||||
- References No definition available.
|
| X | ||||||||||
- Definition Amount, after accumulated amortization, of debt issuance costs. Includes, but is not limited to, legal, accounting, underwriting, printing, and registration costs. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
- References No definition available.
|
| X | ||||||||||
- Definition Amount of expenses for special or contractual termination benefits provided to current employees involuntarily terminated under a benefit arrangement associated exit or disposal activities pursuant to an authorized plan. Excludes expenses related to one-time termination benefits, a discontinued operation or an asset retirement obligation. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
- Definition Amount of contract cancellation and advising fees. No definition available.
|
| X | ||||||||||
- Details
|
| X | ||||||||||
- Details
|
| X | ||||||||||
- Details
|
Intangibles Assets and Goodwill - Intangibles (Details) - USD ($) $ in Thousands |
Mar. 31, 2018 |
Dec. 31, 2017 |
|---|---|---|
| Intangibles | ||
| Gross Carrying Amount | $ 703,298 | $ 700,249 |
| Accumulated Amortization | (264,370) | (235,265) |
| Intangible Asset, net | 438,928 | 464,984 |
| Customer relationships | ||
| Intangibles | ||
| Gross Carrying Amount | 504,643 | 504,643 |
| Accumulated Amortization | (149,576) | (135,962) |
| Intangible Asset, net | 355,067 | 368,681 |
| Developed technology | ||
| Intangibles | ||
| Gross Carrying Amount | 89,077 | 89,076 |
| Accumulated Amortization | (81,543) | (77,103) |
| Intangible Asset, net | 7,534 | 11,973 |
| Trade names | ||
| Intangibles | ||
| Gross Carrying Amount | 13,100 | 13,100 |
| Accumulated Amortization | (775) | |
| Intangible Asset, net | 12,325 | 13,100 |
| Accumulated impairment losses | 39,300 | |
| Outsource contract costs | ||
| Intangibles | ||
| Gross Carrying Amount | 40,996 | 40,456 |
| Accumulated Amortization | (20,182) | (17,526) |
| Intangible Asset, net | 20,814 | 22,930 |
| Internally developed software-Connect Platform | ||
| Intangibles | ||
| Gross Carrying Amount | 30,762 | 28,254 |
| Accumulated Amortization | (4,398) | (2,597) |
| Intangible Asset, net | 26,364 | 25,657 |
| Trademarks | ||
| Intangibles | ||
| Gross Carrying Amount | 23,370 | 23,370 |
| Accumulated Amortization | (6,927) | (1,446) |
| Intangible Asset, net | 16,443 | 21,924 |
| Non compete agreements | ||
| Intangibles | ||
| Gross Carrying Amount | 1,350 | 1,350 |
| Accumulated Amortization | (969) | (631) |
| Intangible Asset, net | $ 381 | $ 719 |
| X | ||||||||||
- Definition Accumulated amount of amortization of assets, excluding financial assets and goodwill, lacking physical substance with a finite life. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
- Definition Amount before amortization of assets, excluding financial assets and goodwill, lacking physical substance with a finite life. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
- Definition Amount after amortization of assets, excluding financial assets and goodwill, lacking physical substance with a finite life. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
- References No definition available.
|
| X | ||||||||||
- Definition Amount of accumulated impairment loss for an asset representing future economic benefits. No definition available.
|
| X | ||||||||||
- Details
|
| X | ||||||||||
- Details
|
| X | ||||||||||
- Details
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| X | ||||||||||
- Details
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| X | ||||||||||
- Details
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| X | ||||||||||
- Details
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| X | ||||||||||
- Details
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Intangibles Assets and Goodwill - Goodwill (Details) - USD ($) $ in Thousands |
3 Months Ended | 12 Months Ended | ||
|---|---|---|---|---|
Mar. 31, 2018 |
Dec. 31, 2017 |
Mar. 31, 2017 |
Dec. 31, 2017 |
|
| Goodwill | ||||
| Goodwill, beginning of the period | $ 747,325 | $ 373,291 | $ 373,291 | |
| Additions | 0 | 406,522 | ||
| Reductions | 0 | (32,787) | ||
| Currency translation adjustments | 0 | 299 | ||
| Goodwill, end of the period | 747,325 | $ 747,325 | 747,325 | |
| Accumulated impairment losses | 137,900 | |||
| Impairment of goodwill | 30,100 | |||
| Sale of Meridian Consulting Group, LLC | 2,700 | |||
| ITPS | ||||
| Goodwill | ||||
| Goodwill, beginning of the period | 566,215 | 159,394 | 159,394 | |
| Additions | 0 | 406,522 | ||
| Reductions | 0 | 0 | ||
| Currency translation adjustments | 0 | 299 | ||
| Goodwill, end of the period | 566,215 | 566,215 | 566,215 | |
| HS | ||||
| Goodwill | ||||
| Goodwill, beginning of the period | 86,786 | 86,786 | 86,786 | |
| Additions | 0 | 0 | ||
| Reductions | 0 | 0 | ||
| Currency translation adjustments | 0 | 0 | ||
| Goodwill, end of the period | 86,786 | 86,786 | 86,786 | |
| LLPS | ||||
| Goodwill | ||||
| Goodwill, beginning of the period | 94,324 | $ 127,111 | 127,111 | |
| Additions | 0 | 0 | ||
| Reductions | 0 | (32,787) | ||
| Currency translation adjustments | 0 | 0 | ||
| Goodwill, end of the period | $ 94,324 | $ 94,324 | $ 94,324 | |
| X | ||||||||||
- Definition Amount after accumulated impairment loss of an asset representing future economic benefits arising from other assets acquired in a business combination that are not individually identified and separately recognized. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
- Definition Amount of increase in asset representing future economic benefits arising from other assets acquired in a business combination that are not individually identified and separately recognized resulting from a business combination. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
- Definition Amount of foreign currency translation gain (loss) which increases (decreases) an asset representing future economic benefits from other assets acquired in a business combination that are not individually identified and separately recognized. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
- Definition Amount of accumulated impairment loss for an asset representing future economic benefits arising from other assets acquired in a business combination that are not individually identified and separately recognized. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
- Definition Amount of loss from the write-down of an asset representing the future economic benefits arising from other assets acquired in a business combination that are not individually identified and separately recognized. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
- Definition A roll forward is a reconciliation of a concept from the beginning of a period to the end of a period. No definition available.
|
| X | ||||||||||
- Definition Amount of divestiture of an asset representing future economic benefits arising from other assets acquired in a business combination that are not individually identified and separately recognized. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
- Definition Amount of decrease in asset representing future economic benefits arising from other assets acquired in a business combination that are not individually identified and separately recognized resulting from a business combination. No definition available.
|
| X | ||||||||||
- Details
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| X | ||||||||||
- Details
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| X | ||||||||||
- Details
|
Long-Term Debt and Credit Facilities - Senior Secured Notes (Details) - Senior secured notes $ in Millions |
Jul. 12, 2017
USD ($)
|
|---|---|
| Debt instruments | |
| Debt instrument face amount | $ 1,000.0 |
| Interest rate (in percent) | 10.00% |
| Debt unamortized discount | $ 22.5 |
| X | ||||||||||
- Definition Face (par) amount of debt instrument at time of issuance. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
- Definition Contractual interest rate for funds borrowed, under the debt agreement. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
- 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. No definition available.
|
| X | ||||||||||
- Definition Amount, after accumulated amortization, of debt discount. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
- Details
|
Long-Term Debt and Credit Facilities - Debt Refinancing (Details) - USD ($) $ in Millions |
Jul. 12, 2017 |
Dec. 31, 2017 |
|---|---|---|
| Debt instruments | ||
| Debt issuance costs | $ 40.9 | |
| SourceHOV | ||
| Debt instruments | ||
| Repayments of Long-term Lines of Credit | $ 1,050.7 | |
| Novitex | ||
| Debt instruments | ||
| Payments to acquire businesses, Net of cash acquired | 420.5 | |
| Original SourceHOV Term Loans | ||
| Debt instruments | ||
| Debt issuance costs | 3.3 | |
| Write off of unamortized issuance costs and discount costs | 30.5 | |
| Debt discount | 3.5 | |
| Prepayment penalty on extinguishment of original term loan | 5.0 | |
| Senior secured term loan | ||
| Debt instruments | ||
| Debt issuance costs | 28.9 | |
| Third party debt issuance costs | 2.8 | |
| Expensed debt issuance costs | 1.1 | |
| Capitalized debt issuance costs | $ 27.8 |
| X | ||||||||||
- Definition Amount of noncash expense included in interest expense to amortize debt discount and premium associated with the related debt instruments. Excludes amortization of financing costs. Alternate captions include noncash interest expense. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
- 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. No definition available.
|
| X | ||||||||||
- Definition Amount of unamortized debt discount (premium) and debt issuance costs. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
- Definition Amount, after accumulated amortization, of debt issuance costs. Includes, but is not limited to, legal, accounting, underwriting, printing, and registration costs. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
- Definition The cash outflow for incremental, external costs directly pertaining to an early extinguishment of debt, including legal costs and prepayment penalties, and excluding interest and repayment of debt principal. No definition available.
|
| X | ||||||||||
- Definition The cash outflow associated with the acquisition of a business, net of the cash acquired from the purchase. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
- Definition The cash outflow for the settlement of obligation drawn from a contractual arrangement with the lender, including letter of credit, standby letter of credit and revolving credit arrangements, under which borrowings can be made up to a specific amount at any point in time with maturities due beyond one year or the operating cycle, if longer. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
- Definition The amount of debt issuance costs capitalized as an asset. No definition available.
|
| X | ||||||||||
- Definition The amount of third party debt issuance costs. No definition available.
|
| X | ||||||||||
- Definition The amount of third party debt issuance costs on modified debt. No definition available.
|
| X | ||||||||||
- Details
|
| X | ||||||||||
- Details
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| X | ||||||||||
- Details
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| X | ||||||||||
- Details
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Long-Term Debt and Credit Facilities - Senior Credit Facilities (Details) - First lien credit agreement - USD ($) $ in Millions |
Jul. 12, 2017 |
Mar. 31, 2018 |
Dec. 31, 2017 |
|---|---|---|---|
| Debt instruments | |||
| Debt unamortized discount | $ 9.5 | $ 9.9 | |
| Senior secured term loan | |||
| Debt instruments | |||
| Debt instrument face amount | $ 350.0 | ||
| Debt unamortized discount | $ 7.0 | ||
| Principal percentage of each of first eight payments (as a percent) | 0.60% | ||
| Principal percentage of each payment thereafter (as a percent) | 1.30% | ||
| Senior secured revolving facility | |||
| Debt instruments | |||
| Maximum borrowing capacity | $ 100.0 | ||
| Current borrowings outstanding | $ 0.0 | ||
| Outstanding credit facility | $ 20.6 | $ 20.6 | |
| LIBOR | Senior secured term loan | |||
| Debt instruments | |||
| Interest rate (as a percent) | 1.00% | ||
| Applicable margin (as a percent) | 7.50% | ||
| LIBOR | Senior secured revolving facility | |||
| Debt instruments | |||
| Applicable margin (as a percent) | 7.00% | ||
| Base rate | Senior secured term loan | |||
| Debt instruments | |||
| Interest rate (as a percent) | 6.50% | ||
| Base rate | Senior secured revolving facility | |||
| Debt instruments | |||
| Applicable margin (as a percent) | 6.00% |
| X | ||||||||||
- Definition Percentage points added to the reference rate to compute the variable rate on the debt instrument. No definition available.
|
| X | ||||||||||
- Definition Face (par) amount of debt instrument at time of issuance. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
- 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. No definition available.
|
| X | ||||||||||
- Definition Amount, after accumulated amortization, of debt discount. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
- Definition The total amount of the contingent obligation under letters of credit outstanding as of the reporting date. No definition available.
|
| X | ||||||||||
- Definition Fair value of the amount outstanding under the credit facility. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
- Definition Maximum borrowing capacity under the credit facility without consideration of any current restrictions on the amount that could be borrowed or the amounts currently outstanding under the facility. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
- Definition The amortization percentage after first eight payments over principal amount. No definition available.
|
| X | ||||||||||
- Definition The amortization percentage on first eight payments over principal amount. No definition available.
|
| X | ||||||||||
- Definition The percentage of applicable margin on the borrowings. No definition available.
|
| X | ||||||||||
- Details
|
| X | ||||||||||
- Details
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| X | ||||||||||
- Details
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| X | ||||||||||
- Details
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| X | ||||||||||
- Details
|
Long-Term Debt and Credit Facilities - Long-Term Debt Outstanding (Details) - USD ($) $ in Thousands |
Mar. 31, 2018 |
Dec. 31, 2017 |
|---|---|---|
| Debt instruments | ||
| Total debt | $ 1,298,199 | $ 1,296,659 |
| Less: Current portion of long-term debt | (21,170) | (20,565) |
| Long-term debt, net of current maturities | 1,277,029 | 1,276,094 |
| Other | ||
| Debt instruments | ||
| Total debt | 18,815 | 17,534 |
| First lien credit agreement | ||
| Debt instruments | ||
| Total debt | 308,104 | 308,825 |
| Debt discount | 9,500 | 9,900 |
| Unamortized debt issuance costs | 28,000 | 29,100 |
| Senior secured notes | ||
| Debt instruments | ||
| Total debt | 971,280 | 970,300 |
| Debt discount | 20,500 | 21,200 |
| Unamortized debt issuance costs | $ 8,200 | $ 8,500 |
| X | ||||||||||
- 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. No definition available.
|
| X | ||||||||||
- Definition Amount, after accumulated amortization, of debt discount. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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| X | ||||||||||
- Definition Amount, after unamortized (discount) premium and debt issuance costs, of long-term debt. Includes, but not limited to, notes payable, bonds payable, debentures, mortgage loans and commercial paper. Excludes capital lease obligations. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
- Definition Amount, after unamortized (discount) premium and debt issuance costs, of long-term debt, classified as current. Includes, but not limited to, notes payable, bonds payable, debentures, mortgage loans and commercial paper. Excludes capital lease obligations. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
- Definition Amount after unamortized (discount) premium and debt issuance costs of long-term debt classified as noncurrent and excluding amounts to be repaid within one year or the normal operating cycle, if longer. Includes, but not limited to, notes payable, bonds payable, debentures, mortgage loans and commercial paper. Excludes capital lease obligations. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
- Definition The remaining balance of debt issuance expenses that were capitalized and are being amortized against income over the lives of the respective bond issues. This does not include the amounts capitalized as part of the cost of the utility plant or asset. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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| X | ||||||||||
- Details
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| X | ||||||||||
- Details
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| X | ||||||||||
- Details
|
Income Taxes (Details) - USD ($) $ in Thousands |
3 Months Ended | |
|---|---|---|
Mar. 31, 2018 |
Mar. 31, 2017 |
|
| Income Taxes | ||
| Income tax (expense) benefit | $ (4,025) | $ (2,004) |
| Actual effective tax rate | (20.20%) | (14.65%) |
| Statutory tax rate | 21.00% | 35.00% |
| X | ||||||||||
- Definition Percentage of current income tax expense (benefit) and deferred income tax expense (benefit) pertaining to continuing operations. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
- Definition Percentage of domestic federal statutory tax rate applicable to pretax income (loss). Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
- References No definition available.
|
| X | ||||||||||
- Definition Amount of current income tax expense (benefit) and deferred income tax expense (benefit) pertaining to continuing operations. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
Employee Benefit Plans (Details) - USD ($) $ in Thousands |
3 Months Ended | ||
|---|---|---|---|
Mar. 31, 2018 |
Mar. 31, 2017 |
Dec. 31, 2017 |
|
| Employee Benefit Plans | |||
| Unrealized pension actuarial losses, net of tax | $ 11,457 | $ 11,054 | |
| Deferred tax benefit | 2,000 | $ 2,000 | |
| Net periodic benefit cost | |||
| Service cost | 2 | $ 2 | |
| Interest cost | 586 | 553 | |
| Expected return on plan assets | (719) | (577) | |
| Amortization of prior service cost | (36) | (32) | |
| Amortization of net (gain) loss | 463 | 500 | |
| Net periodic benefit cost | 296 | 446 | |
| Change in Plan Assets: | |||
| Employer contributions | 600 | $ 600 | |
| German Pension Plan | |||
| Employee Benefit Plans | |||
| Plan assets | $ 0 | ||
| German Pension Plan | Minimum | |||
| Employee Benefit Plans | |||
| Qualifying period | 10 years | ||
| U.K. Pension Plan | |||
| Employee Benefit Plans | |||
| Minimum required years prior to retirement for eligibility | 3 years | ||
| Weighted average expected long-term rate on plan assets | 4.25% | ||
| U.K. Pension Plan | Minimum | |||
| Employee Benefit Plans | |||
| Historical performance period | 15 years | ||
| U.K. Pension Plan | Maximum | |||
| Employee Benefit Plans | |||
| Historical performance period | 20 years | ||
| X | ||||||||||
- Definition The total of net gain (loss), prior service cost (credit), and transition assets (obligations), as well as minimum pension liability if still remaining, included in accumulated other comprehensive income associated with a defined benefit pension or other postretirement plan(s) because they have yet to be recognized as components of net periodic benefit cost. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
- Definition Amount before allocation of valuation allowances of deferred tax asset attributable to deductible temporary differences from pension benefits. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
- Definition The amount of gains or losses recognized in net periodic benefit cost. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
- Definition The amount of the prior service cost or credit recognized in net periodic benefit cost relating to benefit changes attributable to plan participants' prior service pursuant to a plan amendment or a plan initiation. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
- Definition A roll forward is a reconciliation of a concept from the beginning of a period to the end of a period. No definition available.
|
| X | ||||||||||
- Definition Amount of contributions made by the employer to defined benefit plans. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
- 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. No definition available.
|
| X | ||||||||||
- Definition An amount calculated as a basis for determining the extent of delayed recognition of the effects of changes in the fair value of assets. The expected return on plan assets is determined based on the expected long-term rate of return on plan assets and the market-related value of plan assets. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
- Definition The increase in a defined benefit pension plan's projected benefit obligation or a defined benefit postretirement plan's accumulated postretirement benefit obligation due to the passage of time. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
- Definition The total amount of net periodic benefit cost for defined benefit plans for the period. Periodic benefit costs include the following components: service cost, interest cost, expected return on plan assets, gain (loss), prior service cost or credit, transition asset or obligation, and gain (loss) due to settlements or curtailments. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
- References No definition available.
|
| X | ||||||||||
- Definition If aggregate disclosures are presented, the aggregate fair value of plan assets for pension plans with accumulated benefit obligations in excess of plan assets as of the measurement date of each statement of financial position presented. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
- Definition The actuarial present value of benefits attributed by the pension benefit formula to services rendered by employees during the period. The portion of the expected postretirement benefit obligation attributed to employee service during the period. The service cost component is a portion of the benefit obligation and is unaffected by the funded status of the plan. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
- Definition The historical performance period that is used to calculate expected rate of return assumptions for plan assets. In 'PnYnMnDTnHnMnS' format, for example, 'P1Y5M13D' represents the reported fact of one year, five months, and thirteen days. No definition available.
|
| X | ||||||||||
- Definition The qualifying period of employment required to be eligible to participate in the pension plan. In 'PnYnMnDTnHnMnS' format, for example, 'P1Y5M13D' represents the reported fact of one year, five months, and thirteen days. No definition available.
|
| X | ||||||||||
- Definition The weighted average expected return on plan assets is determined based on the expected long-term rate of return on plan assets and the market-related value of plan assets. No definition available.
|
| X | ||||||||||
- Definition The required number of years away from retirement prior to a specified date that an employee must have to be eligible to participate in the pension plan. In 'PnYnMnDTnHnMnS' format, for example, 'P1Y5M13D' represents the reported fact of one year, five months, and thirteen days. No definition available.
|
| X | ||||||||||
- Details
|
| X | ||||||||||
- Details
|
| X | ||||||||||
- Details
|
| X | ||||||||||
- Details
|
Commitments and Contingencies (Details) |
Sep. 21, 2017
shares
|
|---|---|
| Fair value guarantee | Appraisal demand | Common Stock | SourceHOV | |
| Commitments and Contingencies | |
| Number of shares owned | 10,304 |
| X | ||||||||||
- 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. No definition available.
|
| X | ||||||||||
- Definition The total number of shares owned by former stockholders that are involved in the litigation. No definition available.
|
| X | ||||||||||
- Details
|
| X | ||||||||||
- Details
|
| X | ||||||||||
- Details
|
| X | ||||||||||
- Details
|
Fair Value Measurement (Details) - USD ($) $ in Thousands |
3 Months Ended | 12 Months Ended |
|---|---|---|
Mar. 31, 2018 |
Dec. 31, 2017 |
|
| Senior secured notes | ||
| Assets and liabilities measured at fair value on a non-recurring basis | ||
| Fair value percentage | 101.00% | |
| Senior secured term loan | ||
| Assets and liabilities measured at fair value on a non-recurring basis | ||
| Fair value percentage | 100.90% | |
| Level 3 | ||
| Reconciliation of net assets and liabilities | ||
| Balance as of Beginning of Period | $ 721 | $ 721 |
| Payments/Reductions | 0 | 0 |
| Balance as of End of Period | 721 | 721 |
| Carrying Amount | ||
| Carrying amounts and estimated fair values of financial instruments | ||
| Acquisition contingent liability | 721 | 721 |
| Long-term debt | 1,277,029 | 1,276,094 |
| Interest rate swap | 4,625 | 1,297 |
| Total | 1,282,375 | 1,278,112 |
| Fair Value | ||
| Carrying amounts and estimated fair values of financial instruments | ||
| Acquisition contingent liability | 721 | 721 |
| Long-term debt | 1,356,297 | 1,308,478 |
| Interest rate swap | 4,625 | 1,297 |
| Total | 1,361,643 | 1,310,496 |
| Fair Value | Level 2 | ||
| Carrying amounts and estimated fair values of financial instruments | ||
| Long-term debt | 1,356,297 | 1,308,478 |
| Interest rate swap | 4,625 | 1,297 |
| Total | 1,360,922 | 1,309,775 |
| Fair Value | Level 3 | ||
| Carrying amounts and estimated fair values of financial instruments | ||
| Acquisition contingent liability | 721 | 721 |
| Total | $ 721 | $ 721 |
| X | ||||||||||
- Definition Fair value of contingent consideration in a business combination that is classified in shareholders' equity. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
- References No definition available.
|
| X | ||||||||||
- 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. No definition available.
|
| X | ||||||||||
- Definition A roll forward is a reconciliation of a concept from the beginning of a period to the end of a period. No definition available.
|
| X | ||||||||||
- Definition Amount of increase (decrease) of financial instrument classified as a liability measured using unobservable inputs that reflect the entity's own assumption about the assumptions market participants would use in pricing. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
- Definition Fair value of financial instrument classified as a liability measured using unobservable inputs that reflect the entity's own assumption about the assumptions market participants would use in pricing. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
- Definition Fair value of financial obligations, including, but not limited to, debt instruments, derivative liabilities, federal funds purchased and sold under agreements to repurchase, securities loaned or sold under agreements to repurchase, financial instruments sold not yet purchased, guarantees, line of credit, loans and notes payable, servicing liability, and trading liabilities. No definition available.
|
| X | ||||||||||
- Definition Fair value as of the balance sheet date of interest rate derivative liabilities, which includes all such derivative instruments in hedging and nonhedging relationships that are recognized as liabilities. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
- Definition The fair value amount of long-term debt whether such amount is presented as a separate caption or as a parenthetical disclosure. Additionally, this element may be used in connection with the fair value disclosures required in the footnote disclosures to the financial statements. The element may be used in both the balance sheet and disclosure in the same submission. No definition available.
|
| X | ||||||||||
- Definition The estimated fair value of the debt instrument as percentage of the respective principal balance outstanding. No definition available.
|
| X | ||||||||||
- Details
|
| X | ||||||||||
- Details
|
| X | ||||||||||
- Details
|
| X | ||||||||||
- Details
|
| X | ||||||||||
- Details
|
| X | ||||||||||
- Details
|
Stock-Based Compensation (Details) - USD ($) $ in Thousands |
3 Months Ended | 12 Months Ended | ||||||||
|---|---|---|---|---|---|---|---|---|---|---|
Apr. 02, 2018 |
Jan. 17, 2018 |
Mar. 31, 2018 |
Mar. 31, 2017 |
Dec. 31, 2017 |
Dec. 31, 2016 |
Mar. 31, 2018 |
Dec. 31, 2017 |
Jul. 12, 2017 |
Dec. 31, 2016 |
|
| Stock-Based Compensation | ||||||||||
| Share-based compensation expense | $ 959 | $ 310 | ||||||||
| Common stock, shares authorized | 1,600,000,000 | 1,600,000,000 | 1,600,000,000 | |||||||
| Common stock, shares issued | 152,565,218 | 150,578,451 | ||||||||
| 2018 Plan | ||||||||||
| Stock-Based Compensation | ||||||||||
| Restricted stock units outstanding | 24,535 | |||||||||
| Unvested RSUs | 5,400 | 8,887 | 8,887 | 8,887 | 5,400 | 5,400 | 8,887 | |||
| Maximum percentage of fair market value per share granted | 100.00% | |||||||||
| Expiration of stock options | 10 years | |||||||||
| Common stock, shares authorized | 8,323,764 | |||||||||
| Common stock, shares issued | 0 | |||||||||
| Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares | ||||||||||
| Balance at the beginning of the period | 5,400 | 8,887 | 8,887 | |||||||
| Shares forfeited (in shares) | (1,192) | |||||||||
| Shares vested (in shares) | (2,295) | |||||||||
| Balance at the end of the period | 5,400 | 5,400 | 8,887 | |||||||
| Weighted Remaining Contractual Life (Years) | 1 year 29 days | 1 year 3 months 29 days | 2 years 4 days | |||||||
| Aggregate Intrinsic Value | $ 1,573 | $ 1,633 | $ 1,567 | |||||||
| Unrecognized compensation expense | $ 5,000 | |||||||||
| Unrecognized compensation expense, recognition period | 1 year 29 days | |||||||||
| Restricted stock units (RSUs) | 2013 Long Term Incentive Plan | ||||||||||
| Stock-Based Compensation | ||||||||||
| Restricted stock units outstanding | 24,535 | |||||||||
| Unvested RSUs | 9,880 | |||||||||
| Share-based compensation expense | $ 900 | |||||||||
| Restricted stock units (RSUs) | 2013 Long Term Incentive Plan | Minimum | ||||||||||
| Stock-Based Compensation | ||||||||||
| Vesting period of remaining RSU's which will vest by 2019 | 3 years | |||||||||
| Restricted stock units (RSUs) | 2013 Long Term Incentive Plan | Maximum | ||||||||||
| Stock-Based Compensation | ||||||||||
| Vesting period of remaining RSU's which will vest by 2019 | 4 years | |||||||||
| Restricted stock units (RSUs) | 2018 Plan | Directors | ||||||||||
| Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares | ||||||||||
| Shares granted (in shares) | 201,720 | |||||||||
| Grant date fair value of units issued | $ 1,100 | |||||||||
| Restricted stock units (RSUs) | 2018 Plan | Directors | First issued shares | ||||||||||
| Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares | ||||||||||
| Shares granted (in shares) | 86,874 | |||||||||
| Restricted stock units (RSUs) | 2018 Plan | Directors | Second issued shares | ||||||||||
| Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares | ||||||||||
| Shares granted (in shares) | 120,146 | |||||||||
| Restricted stock units (RSUs) | 2018 Plan | Directors | Vesting percentage, 2018 | ||||||||||
| Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares | ||||||||||
| Vesting percentage | 33.33% | |||||||||
| Restricted stock units (RSUs) | 2018 Plan | Directors | Vesting percentage, 2019 | ||||||||||
| Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares | ||||||||||
| Vesting percentage | 33.33% | |||||||||
| Restricted stock units (RSUs) | 2018 Plan | Directors | Vesting percentage, 2020 | ||||||||||
| Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares | ||||||||||
| Vesting percentage | 33.33% | |||||||||
| X | ||||||||||
- Definition The maximum number of common shares permitted to be issued by an entity's charter and bylaws. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
- Definition Total number of common shares of an entity that have been sold or granted to shareholders (includes common shares that were issued, repurchased and remain in the treasury). These shares represent capital invested by the firm's shareholders and owners, and may be all or only a portion of the number of shares authorized. Shares issued include shares outstanding and shares held in the treasury. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
- Definition Weighted average period over which unrecognized compensation is expected to be recognized for equity-based compensation plans, in 'PnYnMnDTnHnMnS' format, for example, 'P1Y5M13D' represents the reported fact of one year, five months, and thirteen days. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
- Definition Unrecognized cost of unvested share-based awards, other than options, awarded to employees as compensation. No definition available.
|
| X | ||||||||||
- Definition The aggregate amount of noncash, equity-based employee remuneration. This may include the value of stock or unit options, amortization of restricted stock or units, and adjustment for officers' compensation. As noncash, this element is an add back when calculating net cash generated by operating activities using the indirect method. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
- Definition The number of equity-based payment instruments, excluding stock (or unit) options, that were forfeited during the reporting period. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
- Definition The number of grants made during the period on other than stock (or unit) option plans (for example, phantom stock or unit plan, stock or unit appreciation rights plan, performance target plan). Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
- Definition The number of non-vested equity-based payment instruments, excluding stock (or unit) options, that validly exist and are outstanding as of the balance sheet date. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
- Definition A roll forward is a reconciliation of a concept from the beginning of a period to the end of a period. No definition available.
|
| X | ||||||||||
- Definition Weighted average remaining contractual term for equity-based awards excluding options, in 'PnYnMnDTnHnMnS' format, for example, 'P1Y5M13D' represents the reported fact of one year, five months, and thirteen days. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
- Definition The number of equity-based payment instruments, excluding stock (or unit) options, that vested during the reporting period. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
- 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. No definition available.
|
| X | ||||||||||
- Definition Number of equity instruments other than options outstanding, including both vested and non-vested instruments. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
- Definition Percentage of vesting of share-based compensation awards. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
- Definition Intrinsic value of equity-based compensation awards not vested. Excludes stock and unit options. No definition available.
|
| X | ||||||||||
- Definition Period from grant date that an equity-based award expires, in 'PnYnMnDTnHnMnS' format, for example, 'P1Y5M13D' represents the reported fact of one year, five months, and thirteen days. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
- Definition Represents the unvested RSU's which will vest by 2019. No definition available.
|
| X | ||||||||||
- Definition Represents maximum percentage of stock options are granted at price per share fair market value. No definition available.
|
| X | ||||||||||
- Definition Represents the total fair value of options granted during the reporting period. No definition available.
|
| X | ||||||||||
- Details
|
| X | ||||||||||
- Details
|
| X | ||||||||||
- Details
|
| X | ||||||||||
- Details
|
| X | ||||||||||
- Details
|
| X | ||||||||||
- Details
|
| X | ||||||||||
- Details
|
| X | ||||||||||
- Details
|
| X | ||||||||||
- Details
|
| X | ||||||||||
- Details
|
| X | ||||||||||
- Details
|
Stockholders' Equity - Common Stock (Details) |
3 Months Ended | 9 Months Ended | ||
|---|---|---|---|---|
|
Jul. 12, 2017
$ / shares
shares
|
Mar. 31, 2018
shareholder
$ / shares
shares
|
Sep. 30, 2017
Vote
|
Dec. 31, 2017
$ / shares
shares
|
|
| Common Stock | ||||
| Common Stock, shares authorized | 1,600,000,000 | 1,600,000,000 | 1,600,000,000 | |
| Common stock, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | |
| Common Stock, shares, outstanding | 146,910,648 | 152,515,918 | 150,529,151 | |
| Shares issued to third party advisors (in shares) | 3,609,375 | |||
| Common Stock issued in secondary offering | 152,565,218 | 150,578,451 | ||
| Common Stock bonuses (as a percent) | 25.00% | |||
| Number of agreements executed | shareholder | 0 | |||
| Number of voting rights entitled for each share of Common Stock held | Vote | 1 | |||
| Secondary offering | ||||
| Common Stock | ||||
| Common Stock issued in secondary offering | 19,599,818 | 0 | ||
| Common Stock issue price per share issued in secondary offering | $ / shares | $ 8 | |||
| Novitex | ||||
| Common Stock | ||||
| Shares issued in business combination (in shares) | 30,600,000 | |||
| Common Stock | ||||
| Common Stock | ||||
| Issuance of Common Stock upon conversion (in shares) | 1,986,767 | |||
| Common Stock | SourceHOV | ||||
| Common Stock | ||||
| Shares issued in business combination (in shares) | 80,600,000 | |||
| Common Stock | Novitex | ||||
| Common Stock | ||||
| Shares issued in business combination (in shares) | 30,600,000 | |||
| Common Stock | Quinpario | ||||
| Common Stock | ||||
| Shares issued in business combination (in shares) | 12,093,331 |
| X | ||||||||||
- Definition Number of shares of equity interests issued or issuable to acquire entity. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
- References No definition available.
|
| X | ||||||||||
- Definition Face amount or stated value per share of common stock. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
- Definition The maximum number of common shares permitted to be issued by an entity's charter and bylaws. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
- Definition Total number of common shares of an entity that have been sold or granted to shareholders (includes common shares that were issued, repurchased and remain in the treasury). These shares represent capital invested by the firm's shareholders and owners, and may be all or only a portion of the number of shares authorized. Shares issued include shares outstanding and shares held in the treasury. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
- Definition Number of shares of common stock outstanding. Common stock represent the ownership interest in a corporation. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
- Definition Per share or per unit amount of equity securities issued. No definition available.
|
| X | ||||||||||
- Definition Number of shares issued during the period as a result of the conversion of convertible securities. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
- Definition Percentage of stock bonuses for execution of conversion agreements within a specified time limit. No definition available.
|
| X | ||||||||||
- Definition Represents the information pertaining to common stock shares issued to certain third party advisors involved in the business combination. No definition available.
|
| X | ||||||||||
- Definition Number of voting rights entitled for each share of common stock held. No definition available.
|
| X | ||||||||||
- Definition The number of common stock conversion agreements executed. No definition available.
|
| X | ||||||||||
- Details
|
| X | ||||||||||
- Details
|
| X | ||||||||||
- Details
|
| X | ||||||||||
- Details
|
| X | ||||||||||
- Details
|
Stockholders' Equity - Preferred Stock (Details) - USD ($) $ / shares in Units, $ in Thousands |
3 Months Ended | |
|---|---|---|
Mar. 31, 2018 |
Dec. 31, 2017 |
|
| Preferred Stock | ||
| Preferred stock, shares authorized | 20,000,000 | 20,000,000 |
| Preferred stock, shares issued | 4,569,233 | 6,194,233 |
| Preferred Stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
| Cumulative dividends for Series A Preferred Stock | $ 914 | |
| Series A Preferred Stock | ||
| Preferred Stock | ||
| Preferred stock, shares authorized | 20,000,000 | |
| Preferred stock, shares issued | 4,569,233 | |
| Preferred Stock, par value (in dollars per share) | $ 0.0001 | |
| Conversion ratio to Common Stock | 1.2226 | |
| Preferred Stock, cumulative dividends rate (in percentage) | 10.00% | |
| Common Stock | ||
| Preferred Stock | ||
| Issuance of Common Stock upon conversion (in shares) | 1,986,767 |
| X | ||||||||||
- Definition The percentage rate used to calculate dividend payments on preferred stock. No definition available.
|
| X | ||||||||||
- Definition The amount of preferred stock dividends that is an adjustment to net income apportioned to common stockholders. No definition available.
|
| X | ||||||||||
- References No definition available.
|
| X | ||||||||||
- Definition Face amount or stated value per share of preferred stock nonredeemable or redeemable solely at the option of the issuer. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
- Definition The maximum number of nonredeemable preferred shares (or preferred stock redeemable solely at the option of the issuer) permitted to be issued by an entity's charter and bylaws. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
- Definition Total number of nonredeemable preferred shares (or preferred stock redeemable solely at the option of the issuer) issued to shareholders (includes related preferred shares that were issued, repurchased, and remain in the treasury). May be all or portion of the number of preferred shares authorized. Excludes preferred shares that are classified as debt. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
- Definition Number of shares issued during the period as a result of the conversion of convertible securities. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
- Definition Ratio applied to the conversion of each share of preferred stock into common stock. No definition available.
|
| X | ||||||||||
- Details
|
| X | ||||||||||
- Details
|
Stockholders' Equity - Treasury Stock (Details) - $ / shares |
1 Months Ended | 3 Months Ended | |
|---|---|---|---|
Nov. 08, 2017 |
Apr. 30, 2018 |
Mar. 31, 2018 |
|
| Stockholders' Equity | |||
| Treasury stock, shares authorized | 5,000,000 | 136,905 | |
| Term of share buyback program | 24 months | ||
| Treasury stock, shares repurchased | 0 | ||
| Treasury stock, average share price | $ 4.70 |
| X | ||||||||||
- References No definition available.
|
| X | ||||||||||
- Definition The number of shares authorized to be repurchased by an entity's Board of Directors under a stock repurchase plan. No definition available.
|
| X | ||||||||||
- Definition Period which shares may be purchased under a stock repurchase plan authorized by an entity's Board of Directors, in 'PnYnMnDTnHnMnS' format, for example, 'P1Y5M13D' represents the reported fact of one year, five months, and thirteen days. No definition available.
|
| X | ||||||||||
- 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. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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| X | ||||||||||
- Definition Total cost of shares repurchased divided by the total number of shares repurchased. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
Stockholders' Equity - Warrants (Details) |
3 Months Ended | |
|---|---|---|
|
Mar. 31, 2018
item
$ / shares
shares
|
Jul. 12, 2017
shares
|
|
| Warrants | ||
| Number of Common Stock each warrant may purchase | 0.5 | |
| Exercise price of warrant per half of Common Stock | $ / shares | $ 5.75 | |
| Exercise price of warrant per one Common Stock (in US$ per share) | $ / shares | $ 11.5 | |
| Expiration of warrants from business acquisition date | 5 years | |
| Warrant redemption price (in US$ per share) | $ / shares | $ 0.01 | |
| Minimum written notice period of redemption | 30 days | |
| Minimum common stock sales price for exercise of redemption right (in US$ per share) | $ / shares | $ 24.00 | |
| Minimum trading days within 30-day period at $24 per share for exercise of redemption right | item | 20 | |
| Trading day period for exercise of redemption right | 30 days | |
| Period of the 30-day period prior to notice of redemption | 3 days | |
| Period of current registration effectivity prior to 30-day trading period | 5 days | |
| Warrants | ||
| Warrants | ||
| Warrants outstanding | 34,980,163 | 35,000,000 |
| Warrants | IPO | ||
| Warrants | ||
| Units issued | 35,000,000 | |
| Common stock included in units | 1 | |
| Warrants included in units | 1 |
| X | ||||||||||
- Definition Exercise price per share or per unit of warrants or rights outstanding. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
- 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. No definition available.
|
| X | ||||||||||
- Definition Number of warrants or rights outstanding. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
- Definition The number of shares issued or sold by the subsidiary or equity method investee per stock transaction. No definition available.
|
| X | ||||||||||
- Definition Represents the period of current registration statement in effect with respect to the shares of common stock underlying warrants or right prior to the trading period required at a certain price, which allows the entity to redeem such warrants or right, in 'PnYnMnDTnHnMnS' format, for example, 'P1Y5M13D' represents the reported fact of one year, five months, and thirteen days. No definition available.
|
| X | ||||||||||
- Definition Exercise price per share or per unit of warrants or rights outstanding for a half a share No definition available.
|
| X | ||||||||||
- Definition The minimum sales price of common shares that allows the entity to redeem the warrants or rights. No definition available.
|
| X | ||||||||||
- Definition The minimum notice period prior to redemption of warrants, in 'PnYnMnDTnHnMnS' format, for example, 'P1Y5M13D' represents the reported fact of one year, five months, and thirteen days. No definition available.
|
| X | ||||||||||
- Definition Represents the number of rights for each warrant to purchase common stock. No definition available.
|
| X | ||||||||||
- Definition Represents the minimum number of days that common stock price trades in a certain period at minimum price that allows the entity to redeem the warrants or rights. No definition available.
|
| X | ||||||||||
- Definition Represents the period between the end of required common stock price trading at minimum price and notice of redemption, in 'PnYnMnDTnHnMnS' format, for example, 'P1Y5M13D' represents the reported fact of one year, five months, and thirteen days. No definition available.
|
| X | ||||||||||
- Definition Represents the redemption price per warrant or right. No definition available.
|
| X | ||||||||||
- Definition Period of time between close of business acquisition and expiry of warrant or right, in PnYnMnDTnHnMnS' format, for example, 'P1Y5M13D' represents the reported fact of one year, five months, and thirteen days. No definition available.
|
| X | ||||||||||
- Definition Represents the minimum period that common stock price trades at minimum price that allows the entity to redeem the warrants or rights, in 'PnYnMnDTnHnMnS' format, for example, 'P1Y5M13D' represents the reported fact of one year, five months, and thirteen days. No definition available.
|
| X | ||||||||||
- Definition Represents stock issued during period number of shares included in unit. No definition available.
|
| X | ||||||||||
- Definition Represents stock issued during period number of warrants included in unit. No definition available.
|
| X | ||||||||||
- Details
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| X | ||||||||||
- Details
|
Related-Party Transactions (Details) $ in Thousands |
3 Months Ended | 12 Months Ended | |||
|---|---|---|---|---|---|
|
Mar. 31, 2018
USD ($)
director
|
Mar. 31, 2017
USD ($)
|
Dec. 31, 2016
agreement
|
Dec. 31, 2015
agreement
|
Dec. 31, 2017
USD ($)
|
|
| Related-Party Transactions | |||||
| Revenue share percentage | 75.00% | ||||
| Related party expense | $ 1,105 | $ 2,385 | |||
| Receivable and Payable Balances with Affiliates | |||||
| Payable balances with affiliates | 14,172 | 14,445 | $ 14,445 | ||
| HOV RE, LLC | |||||
| Related-Party Transactions | |||||
| Rental expense for operating leases | 200 | 0 | |||
| Oakana Holdings, Inc. | |||||
| Related-Party Transactions | |||||
| Consulting agreement expenses | 100 | ||||
| Executive Vice President Treasury and Business Affairs | |||||
| Related-Party Transactions | |||||
| Consulting agreement expenses | 100 | 100 | |||
| HGM | |||||
| Related-Party Transactions | |||||
| Management fees | $ 0 | 1,500 | |||
| Number of master agreements | agreement | 10 | 10 | |||
| Revenue share percentage | 25.00% | ||||
| Receivable and Payable Balances with Affiliates | |||||
| Payable balances with affiliates | $ 13,420 | 13,689 | |||
| Rule 14 | |||||
| Related-Party Transactions | |||||
| Marketing fees | 100 | 200 | |||
| Receivable and Payable Balances with Affiliates | |||||
| Payable balances with affiliates | 37 | 158 | |||
| HOV Services, Ltd | |||||
| Receivable and Payable Balances with Affiliates | |||||
| Payable balances with affiliates | 410 | 286 | |||
| HOV Services, Ltd | Cost of revenue | |||||
| Related-Party Transactions | |||||
| Expense recognized | $ 400 | 400 | |||
| Apollo | |||||
| Related-Party Transactions | |||||
| Number of Company directors that can be designated by the related party | director | 2 | ||||
| Related party expense | $ 100 | 100 | |||
| Receivable and Payable Balances with Affiliates | |||||
| Payable balances with affiliates | 303 | $ 312 | |||
| Caesars | |||||
| Related-Party Transactions | |||||
| Related party expense | 1,000 | ||||
| ADT LLC | |||||
| Related-Party Transactions | |||||
| Related party expense | 100 | ||||
| Dimond Resorts Centralized Services | |||||
| Related-Party Transactions | |||||
| Revenue from related parties | 2,400 | ||||
| Related party expense | 100 | ||||
| Other | |||||
| Receivable and Payable Balances with Affiliates | |||||
| Payable balances with affiliates | 2 | ||||
| Presidio Group | |||||
| Related-Party Transactions | |||||
| Related party expense | $ 100 | ||||
| X | ||||||||||
- Definition Carrying amount as of the balance sheet date of obligations due all related parties. For classified balance sheets, represents the current portion of such liabilities (due within one year or within the normal operating cycle if longer). Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
- Definition Amount of expenses related to the managing member or general partner for management of the day-to-day business functions of the limited liability company (LLC) or limited partnership (LP). Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
- Definition Expenditures for planning and executing the conception, pricing, promotion, and distribution of ideas, goods, and services. Costs of public relations and corporate promotions are typically considered to be marketing costs. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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| X | ||||||||||
- Definition Rental expense for the reporting period incurred under operating leases, including minimum and any contingent rent expense, net of related sublease income. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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| X | ||||||||||
- References No definition available.
|
| X | ||||||||||
- Definition Expenses recognized resulting from transactions (excluding transactions that are eliminated in consolidated or combined financial statements) with related party. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
- 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. No definition available.
|
| X | ||||||||||
- Definition Amount of revenue, fees and commissions earned from transactions between (a) a parent company and its subsidiaries; (b) subsidiaries of a common parent; (c) an entity and trusts for the benefit of employees, for example, but not limited to, pension and profit-sharing trusts that are managed by or under the trusteeship of the entity's management; (d) an entity and its principal, owners, management, or members of their immediate families; and (e) affiliates. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
- Definition Costs incurred in providing technology services. The services may include training, installation, engineering or consulting. Consulting services often include implementation support, software design or development, or the customization or modification of the licensed software. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
- Definition The amount incurred for the consulting agreement. No definition available.
|
| X | ||||||||||
- Definition The total number of directors whom can be designated by related party. No definition available.
|
| X | ||||||||||
- Definition Represents the number of master agreements entered with other party. No definition available.
|
| X | ||||||||||
- Definition Percentage of revenue earned share in third-party. No definition available.
|
| X | ||||||||||
- Details
|
| X | ||||||||||
- Details
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| X | ||||||||||
- Details
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| X | ||||||||||
- Details
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| X | ||||||||||
- Details
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| X | ||||||||||
- Details
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| X | ||||||||||
- Details
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| X | ||||||||||
- Details
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| X | ||||||||||
- Details
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| X | ||||||||||
- Details
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| X | ||||||||||
- Details
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| X | ||||||||||
- Details
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| X | ||||||||||
- Details
|
Segment Information - Revenue by segment information (Details) $ in Thousands |
3 Months Ended | |
|---|---|---|
|
Mar. 31, 2018
USD ($)
segment
|
Mar. 31, 2017
USD ($)
|
|
| Segment information | ||
| Number of segments | segment | 3 | |
| Revenue | $ 393,167 | $ 218,260 |
| Cost of revenue | 293,792 | 143,708 |
| Selling, general and administrative expenses | 45,595 | 35,581 |
| Depreciation and amortization | 38,019 | 21,320 |
| Related party expense | 1,105 | 2,385 |
| Interest expense, net | 38,017 | 26,219 |
| Sundry expense, net | (64) | 2,724 |
| Other income, net | (3,328) | |
| Net loss before income taxes | (19,969) | (13,677) |
| ITPS | ||
| Segment information | ||
| Revenue | 311,937 | 135,797 |
| Cost of revenue | 245,173 | 91,599 |
| HS | ||
| Segment information | ||
| Revenue | 58,632 | 59,078 |
| Cost of revenue | 34,956 | 37,828 |
| LLPS | ||
| Segment information | ||
| Revenue | 22,598 | 23,385 |
| Cost of revenue | $ 13,663 | $ 14,281 |
| X | ||||||||||
- Definition The aggregate cost of services rendered during the reporting period, excluding depreciation, depletion and amortization. No definition available.
|
| X | ||||||||||
- Definition The aggregate expense recognized in the current period that allocates the cost of tangible assets, intangible assets, or depleting assets to periods that benefit from use of the assets. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
- Definition Amount before tax of foreign currency transaction realized gain (loss) recognized in the income statement. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
- Definition Amount of income (loss) from continuing operations, including income (loss) from equity method investments, before deduction of income tax expense (benefit), and income (loss) attributable to noncontrolling interest. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
- Definition The net amount of nonoperating interest income (expense). No definition available.
|
| X | ||||||||||
- Definition Number of operating segments. An operating segment is a component of an enterprise: (a) that engages in business activities from which it may earn revenues and incur expenses (including revenues and expenses relating to transactions with other components of the same enterprise), (b) whose operating results are regularly reviewed by the enterprise's chief operating decision maker to make decisions about resources to be allocated to the segment and assess its performance, and (c) for which discrete financial information is available. An operating segment may engage in business activities for which it has yet to earn revenues, for example, start-up operations may be operating segments before earning revenues. No definition available.
|
| X | ||||||||||
- Definition Amount of revenue and income classified as other. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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| X | ||||||||||
- Definition Expenses recognized resulting from transactions (excluding transactions that are eliminated in consolidated or combined financial statements) with related party. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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| X | ||||||||||
- 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). Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
- 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. No definition available.
|
| X | ||||||||||
- Definition The aggregate total costs related to selling a firm's product and services, as well as all other general and administrative expenses. Direct selling expenses (for example, credit, warranty, and advertising) are expenses that can be directly linked to the sale of specific products. Indirect selling expenses are expenses that cannot be directly linked to the sale of specific products, for example telephone expenses, Internet, and postal charges. General and administrative expenses include salaries of non-sales personnel, rent, utilities, communication, etc. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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| X | ||||||||||
- Details
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| X | ||||||||||
- Details
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| X | ||||||||||
- Details
|
Subsequent Events (Details) - Subsequent Events - Asterion $ in Millions |
Apr. 10, 2018
USD ($)
item
|
|---|---|
| Subsequent Events | |
| Purchase price | $ | $ 19.5 |
| Europe | |
| Subsequent Events | |
| Number of operating locations | 13 |
| Number of customer sites | 30 |
| Minimum | |
| Subsequent Events | |
| Proforma annual revenue | $ | $ 200.0 |
| Minimum | Europe | |
| Subsequent Events | |
| Number of serving key customers | 250 |
| X | ||||||||||
- Definition The pro forma revenue for a period as if the business combination or combinations had been completed at the beginning of the period. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
- Definition Amount of consideration transferred, consisting of acquisition-date fair value of assets transferred by the acquirer, liabilities incurred by the acquirer, and equity interest issued by the acquirer. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
- Definition Detail information of subsequent event by type. User is expected to use existing line items from elsewhere in the taxonomy as the primary line items for this disclosure, which is further associated with dimension and member elements pertaining to a subsequent event. No definition available.
|
| X | ||||||||||
- Definition Represents the number of customer sites. No definition available.
|
| X | ||||||||||
- Definition Represents the number of operating locations. No definition available.
|
| X | ||||||||||
- Definition Represents the number of serving key customers. No definition available.
|
| X | ||||||||||
- Details
|
| X | ||||||||||
- Details
|
| X | ||||||||||
- Details
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| X | ||||||||||
- Details
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