0001866550-24-000022 | 10-K | XBRL Viewer

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Loss Per Common Share - Schedule of (Loss) Earnings per Share (Details) - USD ($) $ / shares in Units, $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Numerator:
Net loss	$ (68,661)	$ (105,393)	$ (575)
Preferred stock dividends	0	0	(59,642)
Net loss allocated to common stockholders	$ (68,661)	$ (105,393)	$ (60,217)
Denominator:
Weighted average shares outstanding – Basic (in shares)	317,718,424	310,911,526	254,271,997
Weighted average shares outstanding – Diluted (in shares)	317,718,424	310,911,526	254,271,997
Basic loss per common share (in dollars per share)	$ (0.22)	$ (0.34)	$ (0.24)
Diluted loss per common share (in dollars per share)	$ (0.22)	$ (0.34)	$ (0.24)

- Definition

The amount of net income (loss) for the period per each share of common stock or unit outstanding during the reporting period.

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The amount of net income (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.

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- Definition

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

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-Section S99
-Paragraph 5
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Reference 13: http://www.xbrl.org/2003/role/disclosureRef
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-URI https://asc.fasb.org//1943274/2147482689/260-10-45-60B

+ Details

Revenue Recognition (Tables)

12 Months Ended

Dec. 31, 2023

Revenue from Contract with Customer [Abstract]

Schedule of Revenue from External Customers by Geographic Areas

The following table presents the disaggregation of the Company’s revenues by customer location (in thousands):


	Year Ended December 31,
	2023		2022		2021

North America (1)	$	417,571	$	503,948	$	396,491
APAC (2)	387,061		419,982		358,596
Europe (3)	280,390		315,875		267,121
LATAM	41,794		56,433		47,737
Total revenues	$	1,126,816	$	1,296,238	$	1,069,945

(1)For the years ended December 31, 2023, 2022 and 2021, the United States represented 35.7%, or $402.6 million; 36.6%, or $474.3 million; and 34.8%, or $372.8 million, respectively, of the Company’s total revenues. Canadian operations were determined to be immaterial given the revenues as a percentage of total North America revenues was less than 10% for each of the years.

(2)For the years ended December 31, 2023, 2022 and 2021, Australia represented 10.3%, or $116.4 million, 11.4%, or $148.3 million, and 10.9%, or $116.5 million, respectively, of the Company's total revenues.

(3)For the year ended December 31, 2023, revenues in the United Kingdom as a percentage of the Company's total revenues was less than 10%. For the years ended December 31, 2022 and 2021, the United Kingdom represented 10.2%, or $132.6 million; and 10.8%, or $115.2 million, respectively, of the Company’s total revenues. For the years ended December 31, 2023 and 2021, revenues in Germany represented 11.1%, or $125.3 million, and 10.6%, or $113.8 million, respectively, of the Company’s total revenues. For the year ended December 31, 2022, revenues in Germany as a percentage of the Company's total revenues was less than 10%.

Schedule of Disaggregation of Revenue

The following table presents the disaggregation of the Company’s revenues by industry vertical (in thousands):


	Year Ended December 31,
	2023		2022		2021
Energy, public and health services	$	294,029	$	316,478	$	275,279
Technology and business services	279,264		360,117		288,709
Financial services and insurance	197,407		221,748		170,492
Automotive, travel and transportation	179,268		161,164		132,272
Retail and consumer	176,848		236,731		203,193
Total revenues	$	1,126,816	$	1,296,238	$	1,069,945

The following table presents the disaggregation of the Company’s revenues by contract type (in thousands):


	Year Ended December 31,
	2023		2022		2021
Time-and-materials	$	895,939	$	1,085,533	$	872,271
Fixed-price	230,877		210,705		197,674
Total revenues	$	1,126,816	$	1,296,238	$	1,069,945

Schedule of Contract Assets and Liabilities

The following table is a summary of the Company’s contract assets and contract liabilities (in thousands):


	As of December 31,
	2023		2022
Contract assets included in unbilled receivables	$	29,981	$	39,941
Contract liabilities included in deferred revenue	$	18,090	$	5,167

Acquisitions

12 Months Ended

Dec. 31, 2023

Business Combination and Asset Acquisition [Abstract]

Acquisitions

On February 1, 2023, the Company completed the acquisition of Itoc, a leading Amazon Web Services Advanced Consulting Partner and Cloud Managed Services Provider in Australia, in an all-cash transaction for a gross purchase price of $17.8 million, or $16.0 million net of cash acquired of $1.8 million. Itoc is now wholly

owned by the Company. The acquisition expands Thoughtworks’ capabilities to help modernize and place digital at the center of client operations as they transition to the cloud.

The Company accounted for the acquisition under ASC 805, Business Combinations. The goodwill recognized in connection with the acquisition reflects the benefits expected to be derived from certain operational synergies. The fair value of the net assets acquired for the business was determined using Level 3 inputs, for which little or no market data exists, requiring the Company to develop assumptions regarding future cash flow projections. The results of operations of the acquired business have been included in the consolidated statements of loss and comprehensive loss from the acquisition date. Pro forma results of operations for the acquisition are not presented because the pro forma effects were not material to the Company's consolidated statements of loss and comprehensive loss.

Aggregate acquisition-related costs related to Itoc of $4.6 million for the year ended December 31, 2023 were included within SG&A expenses in the consolidated statements of loss and comprehensive loss.

The Company's final allocation of the fair value of underlying assets acquired and liabilities assumed as of the acquisition date is as follows (in thousands):


	Total
Cash and cash equivalents	$	1,788
Trade receivables, net of allowance	1,251
Customer relationships, net (1)	3,500
Goodwill	13,766
Accounts payable	(110)
Accrued compensation	(363)
Accrued expenses and other current liabilities	(1,162)

Income taxes payable	(178)
Lease liabilities, current	(173)
Deferred tax liabilities	(1,050)
Other assets/liabilities, net	508
Total gross purchase price	$	17,777

(1)The weighted average amortization period is four years.

Goodwill represents the excess of the purchase price over the fair values of assets acquired and liabilities assumed. The changes in fair value allocated to goodwill, tangible and intangible assets are not deductible for tax purposes.

In connection with the acquisition of Connected Lab Inc. ("Connected") in the second quarter of 2022, the Company recorded a liability of $14.0 million of contingent consideration, which is included within the total purchase price and classified within accrued expenses and other current liabilities on the consolidated balance sheet as of December 31, 2022. The present value of the contingent consideration liability was determined using a Monte Carlo Simulation that calculated the average present value of the earnout payment. The fair value measurement of the earnout includes a performance metric which is an unobservable Level 3 input. The contingent consideration is payable in cash dependent upon achievement of the performance metric. The liability was remeasured to fair value at each reporting date with adjustments recorded within other (expense) income, net in the consolidated statements of loss and comprehensive loss, and the final payout amount of $14.3 million was paid on May 4, 2023.

The following table presents the change in the contingent consideration liability (in thousands):


	Year Ended December 31,
		2023		2022
Balance at beginning of period		$	14,255	$	—
Additions in the period		—		13,996
Payments in the period		(14,344)		—
Change in fair value		129		1,027
Change due to exchange rates		(40)		(768)
Balance at end of period		$	—	$	14,255

Income Taxes - Schedule of Deferred Tax Assets And Liabilities (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Deferred tax assets:
Accrued expenses	$ 36,129	$ 23,572
Goodwill	379	850
Net operating loss carryforwards	40,632	20,409
Research and development and foreign tax credit carryforwards	1,423	1,350
Allowance for doubtful accounts	2,606	2,772
Fixed assets	2,519	2,526
Stock-based compensation	10,222	22,533
Business interest	11,898	9,685
Other assets	2,128	4,790
Total deferred tax assets	107,936	88,487
Total valuation allowance	(47,625)	(28,510)
Total deferred tax assets	60,311	59,977
Deferred tax liabilities:
Unremitted earnings of subsidiaries and unrealized translation gains	(2,634)	(2,793)
Prepaid expenses	(3,652)	(3,545)
Fixed assets	(362)	(649)
Deferred revenue	(445)	(460)
Internally developed software	(1,415)	(1,565)
Other liabilities	(378)	(192)
Total deferred tax liabilities	(112,607)	(115,076)
Total deferred tax liabilities, net	(52,296)	(55,099)
Trademark
Deferred tax liabilities:
Intangible assets	(73,028)	(73,028)
Customer relationships
Deferred tax liabilities:
Intangible assets	$ (30,693)	$ (32,844)

Cover Page - USD ($) $ in Millions	12 Months Ended
Cover Page - USD ($) $ in Millions	Dec. 31, 2023	Feb. 22, 2024	Jun. 30, 2023
Cover [Abstract]
Document Type	10-K
Document Annual Report	true
Document Period End Date	Dec. 31, 2023
Current Fiscal Year End Date	--12-31
Document Transition Report	false
Entity File Number	001-40812
Entity Registrant Name	THOUGHTWORKS HOLDING, INC.
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	82-2668392
Entity Address, Address Line One	200 East Randolph Street, 25th Floor
Entity Address, City or Town	Chicago
Entity Address, State or Province	IL
Entity Address, Postal Zip Code	60601
City Area Code	312
Local Phone Number	373-1000
Title of 12(b) Security	Common Stock, $0.001 par value
Trading Symbol	TWKS
Security Exchange Name	NASDAQ
Entity Well-known Seasoned Issuer	Yes
Entity Voluntary Filers	No
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Large Accelerated Filer
Entity Small Business	false
Entity Emerging Growth Company	false
ICFR Auditor Attestation Flag	true
Document Financial Statement Error Correction	false
Entity Shell Company	false
Entity Public Float			$ 878.6
Entity Common Stock, Shares Outstanding		322,732,693
Documents Incorporated by Reference	The information required by Items 10, 11, 12, 13 and 14 will be filed (and is hereby incorporated) by an amendment hereto or pursuant to a definitive proxy statement pursuant to Regulation 14A that will contain such information.
Entity Central Index Key	0001866550
Amendment Flag	false
Document Fiscal Year Focus	2023
Document Fiscal Period Focus	FY

Business and Summary of Significant Accounting Policies - Schedule of Capitalized Contract Costs (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Capitalized Contract Cost [Roll Forward]
Capitalized contract cost, beginning balance	$ 1,588	$ 2,039	$ 0
Costs to obtain contracts capitalized	905	811	2,318
Amortization of capitalized costs	(1,685)	(1,265)	(277)
Changes due to exchange rates	68	3	(2)
Capitalized contract cost, ending balance	$ 876	$ 1,588	$ 2,039

Income Taxes - Schedule of Reconciliation of Provision for Income Taxes to Federal Statutory Rate (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Income Tax Disclosure [Abstract]
Provision for income taxes at federal statutory rate	$ (9,058)	$ (15,659)	$ 3,395
Non deductible expenses	810	4,713	3,008
Research and development and foreign tax credits	(9,289)	(9,419)	(16,311)
Effect of foreign taxes and foreign exchange rates	1,102	81	5,695
GILTI and related international adjustments	1,667	12,528	8,972
§162(m) limitation on executive compensation	1,146	2,759	7,396
Stock compensation excess tax deficiencies/(benefits)	16,747	2,739	(8,206)
China non-deductible stock compensation expense	2,916	15,329	0
US state income taxes, net of federal tax benefit	673	3,811	1,072
Change in deferred tax valuation allowance	18,005	11,919	10,060
U.K. rate change	513	(313)	855
Adjustments of prior year estimates and other	(3,152)	(1,044)	(2,330)
Adjustments associated with income tax uncertainties	3,451	3,381	3,134
Income tax expense	$ 25,531	$ 30,825	$ 16,740

Restructuring Actions - Schedule of Restructuring (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Restructuring Reserve [Roll Forward]
Charges	$ 18,944	$ 0	$ 0
Reorganization
Restructuring Reserve [Roll Forward]
Liability, beginning balance	0
Charges	18,944
Payments	(14,597)
Non-cash items	(844)
Liability, ending balance	3,503	0
Wage-related expenses \| Reorganization
Restructuring Reserve [Roll Forward]
Liability, beginning balance	0
Charges	17,244
Payments	(13,913)
Non-cash items	(197)
Liability, ending balance	3,134	0
Non-wage related expenses \| Reorganization
Restructuring Reserve [Roll Forward]
Liability, beginning balance	0
Charges	1,700
Payments	(684)
Non-cash items	(647)
Liability, ending balance	$ 369	$ 0

Loss Per Common Share - Schedule of Antidilutive Securities Excluded From Computation of Earnings Per Share (Details) - shares	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Employee stock options, RSUs and performance stock units ("PSUs")
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of Earnings Per Share (in shares)	22,182,607	26,802,540	23,435,860

Business and Summary of Significant Accounting Policies - Schedule of Long-lived Assets by Geographic Location (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Revenues from External Customers and Long-Lived Assets [Line Items]
Long-lived assets	$ 67,817	$ 81,921
Noncurrent asset \| Geographic concentration risk
Revenues from External Customers and Long-Lived Assets [Line Items]
Concentration risk	100.00%	100.00%
United States
Revenues from External Customers and Long-Lived Assets [Line Items]
Long-lived assets	$ 14,582	$ 18,205
United States \| Noncurrent asset \| Geographic concentration risk
Revenues from External Customers and Long-Lived Assets [Line Items]
Concentration risk	21.50%	22.20%
Germany
Revenues from External Customers and Long-Lived Assets [Line Items]
Long-lived assets	$ 13,052	$ 13,606
Germany \| Noncurrent asset \| Geographic concentration risk
Revenues from External Customers and Long-Lived Assets [Line Items]
Concentration risk	19.20%	16.60%
India
Revenues from External Customers and Long-Lived Assets [Line Items]
Long-lived assets	$ 10,793	$ 14,457
India \| Noncurrent asset \| Geographic concentration risk
Revenues from External Customers and Long-Lived Assets [Line Items]
Concentration risk	15.90%	17.60%
China
Revenues from External Customers and Long-Lived Assets [Line Items]
Long-lived assets	$ 10,616	$ 12,160
China \| Noncurrent asset \| Geographic concentration risk
Revenues from External Customers and Long-Lived Assets [Line Items]
Concentration risk	15.70%	14.90%
All other
Revenues from External Customers and Long-Lived Assets [Line Items]
Long-lived assets	$ 18,774	$ 23,493
All other \| Noncurrent asset \| Geographic concentration risk
Revenues from External Customers and Long-Lived Assets [Line Items]
Concentration risk	27.70%	28.70%

Leases - Schedule of Operating Lease Costs (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Leases [Abstract]
Operating lease cost	$ 21,275	$ 19,818
Variable lease cost	4,026	2,908
Short-term lease cost	621	614
Total lease cost	$ 25,922	$ 23,340

Income Taxes

12 Months Ended

Dec. 31, 2023

Income Tax Disclosure [Abstract]

Income Taxes

(Loss)/Income Before Provision for Income Taxes

(Loss)/income before provision for income taxes based on geographic location is as follows (in thousands):


	Year Ended December 31,
	2023		2022		2021
(Loss)/income before provision for income taxes:
United States	$	49	$	(48,578)	$	(27,630)
Foreign	(43,179)		(25,990)		43,795
Total	$	(43,130)	$	(74,568)	$	16,165

Provision for Income Taxes

The provision/(benefit) for income taxes is as follows (in thousands):


	Year Ended December 31,
	2023		2022		2021
Current:
Federal	$	6,517	$	32,746	$	9,839
State	3,229		9,259		5,071
Foreign	24,136		8,245		24,199
Total current	33,882		50,250		39,109

Deferred:
Federal	(4,207)		(15,379)		(9,088)
State	(947)		(3,228)		(2,457)
Foreign	(3,197)		(818)		(10,824)
Total deferred	(8,351)		(19,425)		(22,369)
Total income tax expense	$	25,531	$	30,825	$	16,740

Effective Tax Rate Reconciliation

A reconciliation of the Company’s provision for income taxes to income taxes computed at the U.S. federal statutory income tax rate of 21% is as follows (in thousands):


	Year Ended December 31,
	2023		2022		2021
Provision for income taxes at federal statutory rate	$	(9,058)	$	(15,659)	$	3,395
Increase/(decrease) in taxes resulting from:
Non deductible expenses	810		4,713		3,008
Research and development and foreign tax credits	(9,289)		(9,419)		(16,311)
Effect of foreign taxes and foreign exchange rates	1,102		81		5,695
GILTI and related international adjustments	1,667		12,528		8,972
§162(m) limitation on executive compensation	1,146		2,759		7,396
Stock compensation excess tax deficiencies/(benefits)	16,747		2,739		(8,206)
China non-deductible stock compensation expense	2,916		15,329		—
US state income taxes, net of federal tax benefit	673		3,811		1,072
Change in deferred tax valuation allowance	18,005		11,919		10,060

U.K. rate change	513		(313)		855
Adjustments of prior year estimates and other	(3,152)		(1,044)		(2,330)
Adjustments associated with income tax uncertainties	3,451		3,381		3,134
Total income tax expense	$	25,531	$	30,825	$	16,740

Deferred Income Taxes

The components of the Company’s deferred tax assets and liabilities include the following (in thousands):


	As of December 31,
	2023		2022
Deferred tax assets:
Accrued expenses	$	36,129	$	23,572
Goodwill	379		850
Net operating loss carryforwards	40,632		20,409
Research and development and foreign tax credit carryforwards	1,423		1,350
Allowance for doubtful accounts	2,606		2,772
Fixed assets	2,519		2,526
Stock-based compensation	10,222		22,533
Business interest	11,898		9,685
Other assets	2,128		4,790
Total deferred tax assets	107,936		88,487
Total valuation allowance	(47,625)		(28,510)
Total deferred tax assets	$	60,311	$	59,977


	As of December 31,
	2023		2022
Deferred tax liabilities:
Unremitted earnings of subsidiaries and unrealized translation gains	$	(2,634)	$	(2,793)
Prepaid expenses	(3,652)		(3,545)
Fixed assets	(362)		(649)
Deferred revenue	(445)		(460)
Customer relationships	(30,693)		(32,844)
Trademark	(73,028)		(73,028)
Internally developed software	(1,415)		(1,565)
Other liabilities	(378)		(192)
Total deferred tax liabilities	(112,607)		(115,076)
Total deferred tax liabilities, net	$	(52,296)	$	(55,099)

Management believes that it is more likely than not that certain deferred tax assets will not be realized. At December 31, 2023 and 2022, the Company established a full valuation allowance for deferred tax assets in select non-US jurisdictions of approximately $30.3 million and $14.5 million, respectively. The Company established a valuation allowance of approximately $16.4 million and $13.1 million at December 31, 2023 and 2022, respectively, for a separate company U.S. federal net operating loss carryforward and separate company U.S. federal limitation of business interest. The Company established a valuation allowance of approximately $1.0 million and $1.0 million for certain foreign tax credits at December 31, 2023 and 2022, respectively.

At December 31, 2023 and 2022, the Company had separate company U.S. federal net operating loss carryforwards of $21.6 million and $14.1 million, respectively. The U.S. federal net operating loss carryforward period is indefinite. At December 31, 2023 and 2022, the Company had U.S. state net operating loss carryforward benefits of $0.1 million and $0.1 million, respectively. The majority of U.S. state net operating loss carryforwards have expiration periods that range from 10 to 20 years.

At December 31, 2023 and 2022, the Company had foreign net operating loss carryforwards of approximately $146.0 million and $68.2 million, respectively. For material APAC jurisdictions, the net operating loss carryforward period is 5 years, and for all other material jurisdictions, the net operating loss carryforward period is indefinite.

As of December 31, 2023 and 2022, the Company does not assert permanent reinvestment on previously taxed foreign earnings with the exception of India, where the Company is permanently reinvested. Deferred tax liabilities of $1.8 million and $2.1 million, respectively, have been accrued on the foreign withholding taxes due upon repatriation. At December 31, 2023 and 2022 a deferred tax asset of $1.5 million and $3.3 million, respectively, has been accrued and recorded to other comprehensive income for cumulative foreign currency translation on previously-taxed earnings and profits of the Company’s controlled foreign corporations. Additional tax implications of future repatriations were considered and deemed immaterial.

Unrecognized Tax Benefits

As of December 31, 2023, 2022 and 2021, the Company recorded $17.8 million, $14.5 million and $11.3 million, respectively, of unrecognized tax benefits, which if recognized, would favorably affect the Company’s effective tax rate.

A reconciliation of the beginning and ending amounts of unrecognized tax benefits is as follows (in thousands):


	Year Ended December 31,
	2023		2022		2021
Balance, beginning of year	$	14,990	$	11,609	$	8,123
Additions for tax positions related to the current year	1,025		—		2,068
Additions for tax positions related to prior years	7,388		3,424		1,923
Reductions for tax positions related to prior years	(23)		(43)		(505)
Statute of limitations expirations	(1,520)		—		—
Settlements with tax authorities	(3,419)		—		—
Balance, end of year	$	18,441	$	14,990	$	11,609

The Company recognizes interest and penalties related to unrecognized tax benefits as income tax expense. For the years ended December 31, 2023, 2022 and 2021, the income tax expense/(benefit) recognized for interest and penalties related to unrecognized tax (expense)/benefits was $0.7 million, $0.4 million and $0.3 million, respectively. At December 31, 2023, 2022 and 2021, the Company had cumulative liabilities for penalties and interest related to unrecognized tax benefits of approximately $2.7 million, $2.0 million and $1.6 million, respectively. There were no tax positions for which it was reasonably possible that unrecognized tax benefits will significantly increase or decrease within twelve months of the reporting date.

The Company files tax returns in the U.S. federal, various U.S. states, and various foreign jurisdictions. With few exceptions, the Company is no longer subject to U.S. federal or state income tax examinations by tax authorities for years before 2020. The Company’s India subsidiary is no longer subject to income tax examinations by tax authorities in India for years before 2005. For the remaining foreign tax jurisdictions, with few exceptions, the Company is no longer subject to income tax examinations by tax authorities for years before 2017.

- Definition

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

+ References

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

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

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

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

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 21
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482685/740-10-50-21

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

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 17
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482685/740-10-50-17

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SAB TOPIC 6.I.5.Q1)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479360/740-10-S99-1

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 2
-Subparagraph (SAB Topic 11.C)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479360/740-10-S99-2

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

+ Details

Stock-Based Compensation- Schedule of Option Activity (Details) $ / shares in Units, $ in Thousands	12 Months Ended
	Dec. 31, 2023 USD ($) $ / shares shares
Number of Stock Options
Beginning balance (in shares) \| shares	21,607,562
Granted (in shares) \| shares	0
Forfeited (in shares) \| shares	(579,649)
Exercised (in shares) \| shares	(2,432,182)
Cancelled (in shares) \| shares	0
Expired (in shares) \| shares	0
Ending balance (in shares) \| shares	18,595,731
Exercisable (in shares) \| shares	18,213,108
Weighted Average Exercise Price
Beginning balance (in dollars per share) \| $ / shares	$ 3.83
Granted (in dollars per share) \| $ / shares	0
Forfeited (in dollars per share) \| $ / shares	10.88
Exercised (in dollars per share) \| $ / shares	2.70
Cancelled (in dollars per share) \| $ / shares	0
Expired (in dollars per share) \| $ / shares	0
Ending balance (in dollars per share) \| $ / shares	3.76
Weighted average exercise price, Exercisable (in dollars per share) \| $ / shares	$ 3.60
Aggregate Intrinsic Value and Weighted-Average Remaining Contractual Term (years)
Aggregate Intrinsic Value \| $	$ 36,016
Aggregate Intrinsic Value, Exercisable \| $	$ 36,016
Weighted average Period of recognition	4 years 6 months
Weighted average remaining contractual term, exercisable	4 years 6 months

Leases

12 Months Ended

Dec. 31, 2023

Leases [Abstract]

Leases

The Company leases facilities (office space and corporate apartments) and equipment (IT equipment) under various non-cancelable operating leases that expire through September 2032, some of which include one or more options to extend the leases, generally at rates to be determined in accordance with the agreements. The Company's facility leases generally provide for periodic rent increases and may contain escalation clauses and renewal options. The Company's lease terms include options to extend the lease if they are reasonably certain of being exercised.

The Company recognizes operating lease expense on a straight-line basis over the lease term and variable lease payments are expensed as incurred. Lease costs are primarily recorded within SG&A expenses in the Company's consolidated statements of loss and comprehensive loss. As of December 31, 2023 and 2022, the Company's finance leases were immaterial.

The Company determines if a contract contains a lease at lease inception. If the borrowing rate implicit in the lease is not determinable, the Company uses its incremental borrowing rate ("IBR") based on information available at lease commencement including prevailing financial market conditions to determine the present value of future lease payments. The Company has elected the option to combine lease and non-lease components as a single component for the Company's entire population of lease assets.

Operating lease assets and lease liabilities are recognized at the lease commencement date. Operating lease liabilities represent the present value of lease payments not yet paid. Operating lease assets represent the right to use an underlying asset and are based upon the operating lease liabilities adjusted for prepayments or accrued lease payments, initial direct costs, and lease incentives. The Company has elected not to apply the recognition requirements to short-term leases of 12 months or less and instead recognizes lease payments as expense on a straight-line basis over the lease term. The Company’s lease agreements do not contain any material residual value guarantees or material restrictive covenants. Leased assets are presented net of accumulated amortization. Variable lease payment amounts that cannot be determined at the

commencement of the lease, such as increases in lease payments based on changes in index rates or usage, are not included in the ROU assets or liabilities; instead, these are expensed as incurred and recorded as variable lease expense.

As of December 31, 2023, the Company had additional operating leases that have not yet commenced of $2.7 million. These leases will commence in 2024 and have lease terms ranging from 5 to 6 years.

The following table presents total lease cost (in thousands):


	Year Ended December 31,
	2023		2022
Operating lease cost	$	21,275	$	19,818
Variable lease cost	4,026		2,908
Short-term lease cost	621		614
Total lease cost	$	25,922	$	23,340

The following table presents supplemental cash flow information (in thousands):


	Year Ended December 31,
	2023		2022
Cash paid for amounts included in the measurement of operating lease liabilities	$	21,466	$	19,779
ROU assets obtained in exchange for new operating lease liabilities	$	16,344	$	21,819
Non-cash net decrease due to lease modifications:
Operating lease ROU assets	$	(2,326)	$	—
Operating lease liabilities	$	(1,850)	$	—

The following table presents average lease terms and discount rates:


	As of December 31,
	2023		2022
Weighted-average remaining operating lease term (years)	4.2		4.7
Weighted average operating lease discount rate	5.9	%	5.3	%

As of December 31, 2023, the aggregate future lease payments under all operating leases are as follows (in thousands):


	Operating
2024	$	17,411
2025	12,123
2026	8,094
2027	4,377
2028	2,736
Thereafter	5,908
Total lease payments	50,649
Less: imputed interest	5,567
Present value of lease liabilities	$	45,082

ASC 840 Disclosures

Prior to the adoption of Topic 842, total rent expense for all operating leases for the year ended December 31, 2021 was $19.4 million.

Revenue Recognition

12 Months Ended

Dec. 31, 2023

Revenue from Contract with Customer [Abstract]

Revenue Recognition

The Company disaggregates revenues from contracts with customers by geographic customer location, industry vertical and revenue contract types. Geographic customer location is pertinent to understanding the Company's revenues, as the Company generates its revenues from providing professional services to customers in various regions across the world. The Company groups customers into one of five industry verticals. Revenue contract types are differentiated by the type of pricing structure for customer contracts, which is predominantly time-and-materials, but also includes fixed price contracts.

Disaggregation of Revenues

The following table presents the disaggregation of the Company’s revenues by customer location (in thousands):


	Year Ended December 31,
	2023		2022		2021

North America (1)	$	417,571	$	503,948	$	396,491
APAC (2)	387,061		419,982		358,596
Europe (3)	280,390		315,875		267,121
LATAM	41,794		56,433		47,737
Total revenues	$	1,126,816	$	1,296,238	$	1,069,945

Other foreign countries were determined to be immaterial given the revenues as a percentage of the Company’s total revenues was less than 10% for the years ended December 31, 2023, 2022 and 2021.

The following table presents the disaggregation of the Company’s revenues by industry vertical (in thousands):


	Year Ended December 31,
	2023		2022		2021
Energy, public and health services	$	294,029	$	316,478	$	275,279
Technology and business services	279,264		360,117		288,709
Financial services and insurance	197,407		221,748		170,492
Automotive, travel and transportation	179,268		161,164		132,272
Retail and consumer	176,848		236,731		203,193
Total revenues	$	1,126,816	$	1,296,238	$	1,069,945

The following table presents the disaggregation of the Company’s revenues by contract type (in thousands):


	Year Ended December 31,
	2023		2022		2021
Time-and-materials	$	895,939	$	1,085,533	$	872,271
Fixed-price	230,877		210,705		197,674
Total revenues	$	1,126,816	$	1,296,238	$	1,069,945

Contract Balances

The following table is a summary of the Company’s contract assets and contract liabilities (in thousands):


	As of December 31,
	2023		2022
Contract assets included in unbilled receivables	$	29,981	$	39,941
Contract liabilities included in deferred revenue	$	18,090	$	5,167

Contract assets primarily relate to unbilled amounts on fixed-price contracts, where the right to consideration is conditional on the satisfaction of performance obligations that are measured based on hours incurred and the end deliverable to the customer. Contract assets are recorded when services have been provided but the Company does not have an unconditional right to receive consideration. Professional services performed on or prior to the balance sheet date, but invoiced thereafter, are reflected in unbilled receivables.

Contract liabilities represent amounts collected from the Company’s customers for revenues not yet earned. Such amounts are anticipated to be recorded as revenues when services are performed in subsequent periods. For the years ended December 31, 2023 and 2022, the Company recognized $5.0 million and $13.7 million, respectively, of revenues that were included in contract liabilities at the prior year end.

Transaction Price Allocated to Remaining Performance Obligations

The Company does not have material future performance obligations that extend beyond one year. Accordingly, the Company has applied the optional exemption for contracts that have an original expected duration of one year or less.

- Definition

The entire disclosure of revenue from contract with customer to transfer good or service and to transfer nonfinancial asset. Includes, but is not limited to, disaggregation of revenue, credit loss recognized from contract with customer, judgment and change in judgment related to contract with customer, and asset recognized from cost incurred to obtain or fulfill contract with customer. Excludes insurance and lease contracts.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 9
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479806/606-10-50-9

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 10
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479806/606-10-50-10

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 15
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479806/606-10-50-15

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 12
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479806/606-10-50-12

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 12
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479806/606-10-50-12

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 12
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479806/606-10-50-12

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 12
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479806/606-10-50-12

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 12
-Subparagraph (e)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479806/606-10-50-12

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Subparagraph (b)(2)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479806/606-10-50-13

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Name Accounting Standards Codification
-Topic 606
-Publisher FASB
-URI https://asc.fasb.org//606/tableOfContent

+ Details

Accumulated Other Comprehensive Loss

12 Months Ended

Dec. 31, 2023

Equity [Abstract]

Accumulated Other Comprehensive Loss

The following table summarizes the changes in accumulated balance for each component of accumulated other comprehensive loss (in thousands):


	Year Ended December 31,
	2023		2022		2021
Foreign currency translation:
Beginning balance	$	(39,210)	$	(10,844)	$	(1,574)
Foreign currency translation gain/(loss)	2,859		(31,569)		(8,221)
Income tax (expense) benefit	(1,815)		3,203		(1,049)
Foreign currency translation, net of tax	1,044		(28,366)		(9,270)
Ending balance	(38,166)		(39,210)		(10,844)
Accumulated other comprehensive loss	$	(38,166)	$	(39,210)	$	(10,844)

Goodwill and Other Intangible Assets - Narrative (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Goodwill and Intangible Assets Disclosure [Abstract]
Weighted average remaining useful life	8 years 1 month 6 days	9 years 2 months 12 days
Amortization of intangible assets	$ 14.5	$ 13.1	$ 12.0

Accumulated Other Comprehensive Loss (Tables)

12 Months Ended

Dec. 31, 2023

Equity [Abstract]

Schedule of Accumulated Other Comprehensive Income (Loss)

The following table summarizes the changes in accumulated balance for each component of accumulated other comprehensive loss (in thousands):


	Year Ended December 31,
	2023		2022		2021
Foreign currency translation:
Beginning balance	$	(39,210)	$	(10,844)	$	(1,574)
Foreign currency translation gain/(loss)	2,859		(31,569)		(8,221)
Income tax (expense) benefit	(1,815)		3,203		(1,049)
Foreign currency translation, net of tax	1,044		(28,366)		(9,270)
Ending balance	(38,166)		(39,210)		(10,844)
Accumulated other comprehensive loss	$	(38,166)	$	(39,210)	$	(10,844)

Property and Equipment, net - Narrative (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Property, Plant and Equipment [Abstract]
Depreciation and amortization	$ 21.9	$ 21.3	$ 17.5

CONSOLIDATED STATEMENTS OF LOSS AND COMPREHENSIVE LOSS - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Income Statement [Abstract]
Revenues	$ 1,126,816	$ 1,296,238	$ 1,069,945
Operating expenses:
Cost of revenues	772,800	950,305	669,681
Selling, general and administrative expenses	331,830	372,761	333,904
Depreciation and amortization	23,554	20,484	17,599
Restructuring	18,944	0	0
Total operating expenses	1,147,128	1,343,550	1,021,184
(Loss) income from operations	(20,312)	(47,312)	48,761
Other (expense) income:
Interest expense	(26,238)	(22,461)	(25,456)
Net realized and unrealized foreign currency gain (loss)	3,875	(5,405)	(5,469)
Other (expense) income, net	(455)	610	(1,671)
Total other expense	(22,818)	(27,256)	(32,596)
(Loss) income before income taxes	(43,130)	(74,568)	16,165
Income tax expense	25,531	30,825	16,740
Net loss	(68,661)	(105,393)	(575)
Other comprehensive income (loss), net of tax:
Foreign currency translation adjustments	1,044	(28,366)	(9,270)
Comprehensive loss	$ (67,617)	$ (133,759)	$ (9,845)
Net loss per common share:
Basic loss per common share (in dollars per share)	$ (0.22)	$ (0.34)	$ (0.24)
Diluted loss per common share (in dollars per share)	$ (0.22)	$ (0.34)	$ (0.24)
Weighted average shares outstanding:
Basic (in shares)	317,718,424	310,911,526	254,271,997
Diluted (in shares)	317,718,424	310,911,526	254,271,997

Property and Equipment, net (Tables)

12 Months Ended

Dec. 31, 2023

Property, Plant and Equipment [Abstract]

Property, Plant and Equipment

The estimated useful lives, by asset class, are as follows:


Office furniture and equipment			7 years
Computer equipment			3 years
Software, including internal-use software			3 to 5 years
Automobiles			7 years

Property and equipment consisted of the following (in thousands):


	As of December 31,
	2023		2022
Automobiles	$	59	$	5
Computer equipment	45,749		46,300
Software, including internal-use	22,277		19,170
Leasehold improvements	24,200		22,245
Office furniture and equipment	6,407		6,561
	98,692		94,281
Less: accumulated depreciation and amortization	(72,646)		(55,483)
Property and equipment, net	$	26,046	$	38,798

Business and Summary of Significant Accounting Policies - Narrative (Details)	12 Months Ended
	Dec. 31, 2023 USD ($) segment	Dec. 31, 2022 USD ($)	Dec. 31, 2021 USD ($)
Concentration Risk [Line Items]
Number of operating segments \| segment	1
Advertising costs	$ 5,000,000	$ 4,100,000	$ 2,300,000
Depreciation	21,900,000	21,300,000	17,500,000
Fixed assets	26,046,000	38,798,000
Goodwill impairment	0	0
Intangible asset impairment	0	0
Deferred financing fees	$ 2,500,000	1,600,000	$ 1,600,000
Performance Shares
Concentration Risk [Line Items]
Service period	3 years
Cost of revenues
Concentration Risk [Line Items]
Government subsidies	$ 1,300,000	$ 1,300,000
Government Assistance, Statement of Income or Comprehensive Income [Extensible Enumeration]	Cost of revenues	Cost of revenues
Selling, general and administrative expenses
Concentration Risk [Line Items]
Government subsidies	$ 1,300,000	$ 700,000
Government Assistance, Statement of Income or Comprehensive Income [Extensible Enumeration]	Selling, general and administrative expenses	Selling, general and administrative expenses
Non-US
Concentration Risk [Line Items]
Fixed assets	$ 18,700,000	$ 30,000,000
Non-US \| Revenue \| Geographic concentration risk
Concentration Risk [Line Items]
Concentration risk	66.00%	63.00%	65.00%
Non-US \| Accounts receivable \| Geographic concentration risk
Concentration Risk [Line Items]
Concentration risk	75.00%	69.00%
Internally developed software
Concentration Risk [Line Items]
Depreciation	$ 5,800,000	$ 4,700,000	$ 2,200,000
Fixed assets	5,900,000	6,500,000
Secured debt \| Term Loan
Concentration Risk [Line Items]
Fair value of Term Loan	$ 294,000,000	$ 392,000,000
Minimum
Concentration Risk [Line Items]
Accounts receivable, payment terms	30 days
Service period	1 year
Minimum \| Internally developed software
Concentration Risk [Line Items]
Estimated useful lives	3 years
Minimum \| Customer relationships
Concentration Risk [Line Items]
Estimated useful lives	4 years
Maximum
Concentration Risk [Line Items]
Accounts receivable, payment terms	90 days
Service period	4 years
Maximum \| Internally developed software
Concentration Risk [Line Items]
Estimated useful lives	5 years
Maximum \| Customer relationships
Concentration Risk [Line Items]
Estimated useful lives	15 years

Benefit Plans (Details) - USD ($) $ in Millions	12 Months Ended
Benefit Plans (Details) - USD ($) $ in Millions	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
United States
Defined Contribution Plan Disclosure [Line Items]
Employer discretionary contribution	$ 3.8	$ 4.1	$ 3.1
Foreign Plan
Defined Contribution Plan Disclosure [Line Items]
Employer discretionary contribution	$ 7.2	$ 6.6	$ 5.4

Revenue Recognition - Schedule of Revenue by Contract Type (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Disaggregation of Revenue [Line Items]
Revenues	$ 1,126,816	$ 1,296,238	$ 1,069,945
Time-and-materials
Disaggregation of Revenue [Line Items]
Revenues	895,939	1,085,533	872,271
Fixed-price
Disaggregation of Revenue [Line Items]
Revenues	$ 230,877	$ 210,705	$ 197,674

- Definition

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

+ References + Details

- Definition

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

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 924
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SAB Topic 11.L)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479941/924-10-S99-1

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 5
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479806/606-10-50-5

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 30
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-30

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

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 22
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-22

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 32
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-32

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 40
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-40

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 22
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-22

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 32
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-32

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 41
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-41

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 4
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479806/606-10-50-4

+ Details

Stock-Based Compensation - Schedule of Compensation Expense (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Compensation expense	$ 65,026	$ 249,915	$ 128,302
Cost of revenues
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Compensation expense	38,981	176,046	60,678
Selling, general and administrative expenses
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Compensation expense	25,848	73,869	67,624
Restructuring
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Compensation expense	$ 197	$ 0	$ 0

- Definition

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

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 35
-Paragraph 1D
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480483/718-10-35-1D

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 35
-Paragraph 3
-Publisher FASB
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+ Details

CONSOLIDATED STATEMENTS OF CASH FLOW - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Cash flows from operating activities:
Net loss	$ (68,661)	$ (105,393)	$ (575)
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation and amortization expense	36,450	34,446	29,528
Bad debt expense (recovery)	4,606	2,002	(601)
Deferred income tax benefit	(8,351)	(19,425)	(22,369)
Stock-based compensation expense	65,026	250,505	127,713
Unrealized foreign currency exchange (gain)/loss	(2,271)	10,106	5,028
Non-cash lease expense on right-of-use assets	18,407	18,597	0
Other operating activities, net	3,715	3,300	3,642
Changes in operating assets and liabilities:
Trade receivables	32,661	(61,877)	(32,139)
Unbilled receivables	7,582	(20,711)	(16,733)
Prepaid expenses	(265)	(3,567)	(6,542)
Other assets	(11,841)	2,657	(31,111)
Lease liabilities	(18,269)	(16,721)	0
Accounts payable	(2,597)	144	309
Accrued expenses and other liabilities	(7,128)	(4,674)	62,154
Net cash provided by operating activities	49,064	89,389	118,304
Cash flows from investing activities:
Purchase of property and equipment	(8,953)	(24,505)	(26,068)
Proceeds from disposal of fixed assets	351	571	518
Acquisitions, net of cash acquired	(15,989)	(70,011)	(44,759)
Net cash used in investing activities	(24,591)	(93,945)	(70,309)
Cash flows from financing activities:
Proceeds from initial public offering, net of issuance costs and underwriting discounts	0	0	314,716
Payments of obligations of long-term debt	(107,150)	(107,150)	(336,709)
Payments of debt issuance costs	(99)	(3,635)	(7,098)
Proceeds from borrowings on long-term debt	0	0	401,285
Proceeds from issuance of common stock on exercise of options, net of employee tax withholding	6,564	6,766	(851)
Shares and options purchased under tender offer	0	0	(701,960)
Proceeds from issuance of common stock	0	0	1,873
Dividends paid	0	0	(315,003)
Withholding taxes paid on tender offer	0	(15,469)	0
Withholding taxes paid on dividends previously declared	0	(10,009)	0
Withholding taxes paid related to net share settlement of equity awards	(5,621)	(45,643)	0
Payment of contingent consideration	(13,996)	0	0
Other financing activities, net	85	15	(105)
Net cash used in financing activities	(120,217)	(175,125)	(140,630)
Effect of exchange rate changes on cash, cash equivalents and restricted cash	1,840	(19,697)	(4,622)
Net decrease in cash, cash equivalents and restricted cash	(93,904)	(199,378)	(97,257)
Cash, cash equivalents and restricted cash at beginning of the period	195,564	394,942	492,199
Cash, cash equivalents and restricted cash at end of the period	101,660	195,564	394,942
Supplemental disclosure of cash flow information:
Interest paid	24,824	20,984	23,611
Income taxes paid	50,250	30,283	33,344
Supplemental disclosure of non-cash investing and financing activities:
Withholding taxes payable included within accrued expenses	0	0	25,956
Withholding taxes payable included within accrued compensation	3,444	1,020	0
Option costs receivable included within other current assets	0	257	0
Conversion of convertible preferred stock to common stock	0	0	826,022
Net settlement on exercise of shares	0	0	3,611
Reconciliation of cash, cash equivalents and restricted cash:
Cash and cash equivalents	100,305	194,294	368,209
Restricted cash included in other current assets	0	0	25,478
Restricted cash included in other non-current assets	1,355	1,270	1,255
Total cash, cash equivalents and restricted cash	101,660	195,564	394,942
Series A, Redeemable Convertible Preferred Stock
Cash flows from financing activities:
Proceeds from issuance of Redeemable Convertible Preferred Stock, net of issuance costs	0	0	380,994
Series B, Redeemable Convertible Preferred Stock
Cash flows from financing activities:
Proceeds from issuance of Redeemable Convertible Preferred Stock, net of issuance costs	$ 0	$ 0	$ 122,228

Goodwill and Other Intangible Assets - Schedule of Intangible Assets (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Finite-Lived Intangible Assets [Line Items]
Finite-lived intangible assets, net	$ 123,054
Trademark	273,000	$ 273,000
Total other intangible assets, after amortization	396,054	407,078
Changes due to exchange rates	(8,868)	(10,031)
Customer relationships, net	387,186	397,047
Trademark
Finite-Lived Intangible Assets [Line Items]
Trademark	273,000	273,000
Customer relationships
Finite-Lived Intangible Assets [Line Items]
Customer relationships	196,947	193,447
Less accumulated amortization	(73,893)	(59,369)
Finite-lived intangible assets, net	$ 123,054	$ 134,078

Stock-Based Compensation

12 Months Ended

Dec. 31, 2023

Share-Based Payment Arrangement [Abstract]

Stock-Based Compensation

Equity Incentive Plans

On October 12, 2017, the Company approved the 2017 Plan for the purpose of providing an incentive compensation structure to participants. Under the 2017 Plan, the Company may make awards to such present and future officers, directors, employees, consultants and advisors of the Company as may be selected at the sole discretion of the Board. The option awards gave the participant the right to purchase the Company's former Class C common stock for a prespecified exercise price. As a result of the IPO, the Company no longer grants awards under the 2017 Plan, and all previously awarded options can now be exercised for only the Company's current common stock when vested and exercisable.

In September 2021, the Board approved the Omnibus Plan to assist the Company in attracting, retaining, motivating, and rewarding certain employees, officers, directors, and consultants of the Company and its Affiliates and promoting the creation of long-term value for stockholders, which became effective in connection with the IPO. A total of 77,304,732 shares of the Company’s common stock have been reserved for issuance under the Omnibus Plan.

The following is a summary of the components of stock-based compensation expense for the periods indicated (in thousands):


	Year Ended December 31,
	2023		2022		2021
Cost of revenues	$	38,981	$	176,046	$	60,678
Selling, general and administrative expenses	25,848		73,869		67,624
Restructuring	197		—		—
Total stock-based compensation expense	$	65,026	$	249,915	$	128,302

The income tax expense/(benefit) recognized related to stock-based compensation expense for the years ended December 31, 2023, 2022 and 2021 was $20.9 million, $20.6 million and $(0.8) million, respectively.

Stock Options

Under the 2017 Plan, eligible employees received non-qualified stock options as a portion of their total compensation. The options vest on a graded time vesting schedule (“Time Vesting Options”) over a vesting term of four years and a contractual term of 10 years, with 37.5% vesting on the 18-month anniversary and 6.25% vesting every three months for the remainder of the 48-month period. Upon a change of control, 100% of the time-vesting options will vest immediately. Any unvested options will be forfeited upon termination of employment.

The following is a summary of performance and time vesting stock option activity for the year ended December 31, 2023 (in thousands, except share and per share data):


	Number of Stock Options	Weighted Average Exercise Price		Aggregate Intrinsic Value		Weighted- Average Remaining Contractual Term (years)










Balance at December 31, 2022	21,607,562	$	3.83
Granted	—	—
Forfeited	(579,649)	10.88
Exercised	(2,432,182)	2.70
Cancelled	—	—
Expired	—	—
Balance at December 31, 2023	18,595,731	$	3.76	$	36,016	4.5

Exercisable at December 31, 2023	18,213,108	$	3.60	$	36,016	4.5

As of December 31, 2023, total compensation cost related to Time Vesting Options not yet recognized was $3.0 million, which will be recognized over a weighted-average period of 1.2 years. Unless otherwise prohibited by law in local jurisdictions, Time Vesting Options will continue to vest according to the 2017 Plan and the applicable award agreements.

The total intrinsic value of options exercised during the years ended December 31, 2023, 2022 and 2021 was $9.2 million, $29.6 million and $24.9 million, respectively. The weighted-average grant date fair value of options granted during the year ended December 31, 2021 was $10.32. No options were granted during the years ended December 31, 2023 and 2022.

The following table summarizes the weighted-average assumptions used in estimating the fair value of stock options granted to employees:


	Year Ended December 31,
	2021 (1)
Risk-free interest rate	0.1	%
Dividend yield	—	%
Expected volatility	55.0	%
Expected term (years)	1

(1)The risk-free interest rate is based on the rates of U.S. Treasury securities with a maturity similar to the term to liquidity, continuously compounded. The expected equity volatility is estimated based on an analysis of guideline public companies’ historical volatility. As these stock options were awarded prior to the IPO, the expected term was estimated based on management’s assumptions of time to a liquidity event.

Restricted Stock Units

In September 2021, the Board approved the Omnibus Plan. Under the Omnibus Plan, RSUs are awarded to eligible employees and entitle the grantee to receive shares of common stock at the end of a vesting period. Unvested RSUs as of December 31, 2023 have varying vesting schedules, with the majority of shares vesting evenly over four years. Throughout the vesting period shareholders are subject to the market risk on the value of their shares.

The following is a summary of RSU activity for the year ended December 31, 2023:


	Number of RSUs	Weighted Average Grant Date Fair Value
Unvested balance at December 31, 2022	13,013,946	$	17.37
Granted	8,323,470	4.04
Forfeited	(1,995,186)	16.68
Vested (1)	(6,005,401)	20.03
Unvested balance at December 31, 2023	13,336,829	$	7.96

(1)Includes 1.7 million shares that were net settled when released and returned to the share pool for future grants.

The total fair value of RSUs vested during the years ended December 31, 2023 and 2022 was $32.4 million and $189.6 million, respectively. No RSUs vested during the year ended December 31, 2021.

As of December 31, 2023, total compensation cost related to all RSUs not yet recognized was $99.7 million, which will be recognized over a weighted-average period of 2.7 years.

Performance Stock Units

The Company grants PSUs to certain executives and employees under the Omnibus Plan, which include awards with a performance and time-based vesting as well as awards with market-based performance vesting components. The performance and time-based PSUs, or non-market-based PSUs, are subject to the Company’s achievement of specified profit targets. The market-based awards are tied to the Company's performance against relative total shareholder return ("rTSR") targets. Both types of PSUs vest at the end of a three-year service period.

The following is a summary of PSU activity for the year ended December 31, 2023:


	Number of PSUs	Weighted Average Grant Date Fair Value
Unvested balance at December 31, 2022	76,697	$	20.11
Granted (1)	737,483	8.44
Adjustment for PSUs expected to vest as of current period end	(718,483)	8.21
Forfeited	(7,565)	12.33
Vested	—	—
Unvested balance at December 31, 2023	88,132	$	20.11

(1)Reflects shares granted at 100%.

For compensation expense purposes, the fair value of the non-market-based PSUs was determined using the closing stock price on the grant date, and the fair value for the market-based PSUs was determined using a Monte-Carlo simulation.

As of December 31, 2023, total compensation cost related to PSUs not yet recognized was $4.6 million. The unamortized expense is anticipated to be recognized over a weighted-average period of 1.7 years.

CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Statement of Financial Position [Abstract]
Trade receivables, allowance for doubtful accounts	$ 9,550	$ 9,531
Preferred stock, par value (in dollars per share)	$ 0.001	$ 0.001
Preferred stock, shares authorized (in shares)	100,000,000	100,000,000
Preferred stock, shares issued (in shares)	0	0
Preferred stock, shares outstanding (in shares)	0	0
Common stock, par value (in dollars per share)	$ 0.001	$ 0.001
Common stock, shares authorized (in shares)	1,000,000,000	1,000,000,000
Common stock, shares issued (in shares)	372,876,082	366,306,970
Common stock, shares outstanding (in shares)	322,407,385	315,681,987
Treasury stock (in shares)	50,468,697	50,624,983

Stock-Based Compensation (Tables)

12 Months Ended

Dec. 31, 2023

Share-Based Payment Arrangement [Abstract]

Schedule of Components of Stock-based Compensation Expense

The following is a summary of the components of stock-based compensation expense for the periods indicated (in thousands):


	Year Ended December 31,
	2023		2022		2021
Cost of revenues	$	38,981	$	176,046	$	60,678
Selling, general and administrative expenses	25,848		73,869		67,624
Restructuring	197		—		—
Total stock-based compensation expense	$	65,026	$	249,915	$	128,302

Schedule of Option Activity

The following is a summary of performance and time vesting stock option activity for the year ended December 31, 2023 (in thousands, except share and per share data):


	Number of Stock Options	Weighted Average Exercise Price		Aggregate Intrinsic Value		Weighted- Average Remaining Contractual Term (years)










Balance at December 31, 2022	21,607,562	$	3.83
Granted	—	—
Forfeited	(579,649)	10.88
Exercised	(2,432,182)	2.70
Cancelled	—	—
Expired	—	—
Balance at December 31, 2023	18,595,731	$	3.76	$	36,016	4.5

Exercisable at December 31, 2023	18,213,108	$	3.60	$	36,016	4.5

Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions

The following table summarizes the weighted-average assumptions used in estimating the fair value of stock options granted to employees:


	Year Ended December 31,
	2021 (1)
Risk-free interest rate	0.1	%
Dividend yield	—	%
Expected volatility	55.0	%
Expected term (years)	1

Schedule of Restricted Stock Units Activity

The following is a summary of RSU activity for the year ended December 31, 2023:


	Number of RSUs	Weighted Average Grant Date Fair Value
Unvested balance at December 31, 2022	13,013,946	$	17.37
Granted	8,323,470	4.04
Forfeited	(1,995,186)	16.68
Vested (1)	(6,005,401)	20.03
Unvested balance at December 31, 2023	13,336,829	$	7.96

(1)Includes 1.7 million shares that were net settled when released and returned to the share pool for future grants.

Share-based Payment Arrangement, Performance Shares, Activity

The following is a summary of PSU activity for the year ended December 31, 2023:


	Number of PSUs	Weighted Average Grant Date Fair Value
Unvested balance at December 31, 2022	76,697	$	20.11
Granted (1)	737,483	8.44
Adjustment for PSUs expected to vest as of current period end	(718,483)	8.21
Forfeited	(7,565)	12.33
Vested	—	—
Unvested balance at December 31, 2023	88,132	$	20.11

(1)Reflects shares granted at 100%.

Property and Equipment, net

12 Months Ended

Dec. 31, 2023

Property, Plant and Equipment [Abstract]

Property and Equipment, net

Property and equipment consisted of the following (in thousands):


	As of December 31,
	2023		2022
Automobiles	$	59	$	5
Computer equipment	45,749		46,300
Software, including internal-use	22,277		19,170
Leasehold improvements	24,200		22,245
Office furniture and equipment	6,407		6,561
	98,692		94,281
Less: accumulated depreciation and amortization	(72,646)		(55,483)
Property and equipment, net	$	26,046	$	38,798

Depreciation and amortization expense for property and equipment was $21.9 million, $21.3 million and $17.5 million for the years ended December 31, 2023, 2022 and 2021, respectively.

Stockholders' Equity	12 Months Ended
Stockholders' Equity	Dec. 31, 2023
Equity [Abstract]
Stockholders' Equity	Stockholders' Equity Redeemable Convertible Preferred Stock In September 2021, upon the closing of the Company's IPO, all outstanding shares of redeemable convertible preferred stock were converted into an aggregate of 1,365,058 shares (pre-43.6-for-1 stock split) of common stock. Further, in connection with the IPO, the Company’s amended and restated certificate of incorporation became effective, which authorized the issuance of 100,000,000 shares of undesignated preferred stock with a par value of $0.001 per share with rights and preferences, including voting rights, designated from time to time by the Board of Directors. Common Stock In connection with the IPO, all classes of shares of the Company's common stock then outstanding were converted into 5,259,163 shares (pre-43.6-for-1 stock split) of common stock on a one-to-one basis. As a result, the securities of the Company are represented by shares of common stock with a par value of $0.001 per share. Each share of common stock is entitled to one vote. With respect to payment of dividends and distribution of assets upon liquidation, dissolution or winding up of the Company, whether voluntary or involuntary, all shares of common stock will participate pro rata in such payment whenever funds are legally available and when declared by the Board, subject to the prior rights of holders of all classes of stock outstanding. As of December 31, 2023, there were 1,000,000,000 shares of common stock authorized and 322,407,385 shares of common stock outstanding.

- Definition

The entire disclosure for equity.

+ References

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

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Subparagraph (h)
-Publisher FASB
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+ Details

Goodwill and Other Intangible Assets (Tables)

12 Months Ended

Dec. 31, 2023

Goodwill and Intangible Assets Disclosure [Abstract]

Schedule of Goodwill

The following is a summary of the changes in the carrying value of goodwill (in thousands):


	Total
Balance as of December 31, 2021	$	346,719
Additions due to acquisitions	71,700
Changes due to exchange rates	(13,402)
Balance as of December 31, 2022	405,017
Additions due to acquisitions	13,766
Changes due to exchange rates	5,782
Balance as of December 31, 2023	$	424,565

Schedule of Finite-Lived Intangible Assets

The following is a summary of other intangible assets (in thousands):


	As of December 31,
	2023		2022
Customer relationships	$	196,947	$	193,447
Less accumulated amortization	(73,893)		(59,369)
Customer relationships, net	123,054		134,078
Trademark	273,000		273,000
Total other intangible assets, after amortization	396,054		407,078
Changes due to exchange rates	(8,868)		(10,031)
Other intangible assets, net	$	387,186	$	397,047

Schedule of Indefinite-Lived Intangible Assets

The following is a summary of other intangible assets (in thousands):


	As of December 31,
	2023		2022
Customer relationships	$	196,947	$	193,447
Less accumulated amortization	(73,893)		(59,369)
Customer relationships, net	123,054		134,078
Trademark	273,000		273,000
Total other intangible assets, after amortization	396,054		407,078
Changes due to exchange rates	(8,868)		(10,031)
Other intangible assets, net	$	387,186	$	397,047

Schedule of Estimated Amortization Expense

As of December 31, 2023, estimated amortization expense for the next five years and thereafter is as follows (in thousands):


	Total
2024	$	15,510
2025	15,510
2026	15,510
2027	14,708
2028	14,635
Thereafter	47,181
	$	123,054

- Definition

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

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+ Details

Credit Agreements - Schedule of Borrowings (Details) - USD ($)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 09, 2022	Mar. 26, 2021	Mar. 25, 2021
Debt Instrument [Line Items]
Long-term debt (due March 24, 2028), including current portion	$ 293,185,000	$ 399,006,000
Interest rate	8.00%	6.90%
Line of Credit \| Credit Agreements \| Revolving Credit Facility
Debt Instrument [Line Items]
Availability under revolving credit facility (due March 26, 2026)	$ 300,000,000	$ 300,000,000	$ 300,000,000	$ 165,000,000	$ 85,000,000
Borrowings under revolving credit facility	$ 0	$ 0

- 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.

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+ Details

- Definition

The carrying value as of the balance sheet date of the current and noncurrent portions of long-term obligations drawn from a line of credit, which is a bank's commitment to make loans up to a specific amount. Examples of items that might be included in the application of this element may consist of letters of credit, standby letters of credit, and revolving credit arrangements, under which borrowings can be made up to a maximum amount as of any point in time conditional on satisfaction of specified terms before, as of and after the date of drawdowns on the line. Includes short-term obligations that would normally be classified as current liabilities but for which (a) postbalance sheet date issuance of a long term obligation to refinance the short term obligation on a long term basis, or (b) the enterprise has entered into a financing agreement that clearly permits the enterprise to refinance the short-term obligation on a long term basis and the following conditions are met (1) the agreement does not expire within 1 year and is not cancelable by the lender except for violation of an objectively determinable provision, (2) no violation exists at the BS date, and (3) the lender has entered into the financing agreement is expected to be financially capable of honoring the agreement.

+ References + Details

- Definition

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

+ References + Details

Insider Trading Arrangements	3 Months Ended
Insider Trading Arrangements	Dec. 31, 2023
Trading Arrangements, by Individual
Rule 10b5-1 Arrangement Adopted	false
Non-Rule 10b5-1 Arrangement Adopted	false
Rule 10b5-1 Arrangement Terminated	false
Non-Rule 10b5-1 Arrangement Terminated	false

Acquisitions - Schedule of Business Acquisitions by Acquisition, Contingent Consideration (Details) - Connected - USD ($) $ in Thousands		12 Months Ended
	May 04, 2023	Dec. 31, 2023	Dec. 31, 2022
Business Acquisition, Contingent Consideration [Roll Forward]
Balance at beginning of period		$ 14,255	$ 0
Additions in the period		0	13,996
Payments in the period	$ (14,300)	(14,344)	0
Change in fair value		129	1,027
Change due to exchange rates		(40)	(768)
Balance at end of period		$ 0	$ 14,255

Business and Summary of Significant Accounting Policies - Schedule Of Allowance For Doubtful Accounts (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Accounts Receivable, Allowance for Credit Loss [Roll Forward]
Beginning balance	$ (9,531)	$ (8,916)	$ (10,385)
Current period provision	(4,606)	(2,002)	(281)
Write-offs charged against allowance	4,848	2,351	882
Recoveries of amounts previously written off	(96)	0	0
Changes due to exchange rates	(165)	(123)	868
Ending balance	(9,550)	(9,531)	(8,916)
Cumulative effect related to adoption of ASU 2016-13
Accounts Receivable, Allowance for Credit Loss [Roll Forward]
Beginning balance	$ 0	(841)	0
Ending balance		$ 0	$ (841)

Accrued Expenses and Other Current Liabilities (Tables)

12 Months Ended

Dec. 31, 2023

Payables and Accruals [Abstract]

Schedule of Accrued Expenses and Other Current Liabilities

The following is a summary of the Company’s accrued expenses and other current liabilities (in thousands):


	As of December 31,
	2023		2022
Contingent consideration	$	—	$	14,255
Value-added tax and sales tax payable	4,821		7,526
Restructuring	3,503		—
Other accrued expenses	13,830		15,972
Accrued expenses and other current liabilities	$	22,154	$	37,753

Acquisitions - Schedule of Acquisition (Details) - USD ($) $ in Thousands	Feb. 01, 2023	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Business Acquisition [Line Items]
Goodwill		$ 424,565	$ 405,017	$ 346,719
ITOC Pty Ltd
Business Acquisition [Line Items]
Cash and cash equivalents	$ 1,788
Trade receivables, net of allowance	1,251
Customer relationships, net	3,500
Goodwill	13,766
Accounts payable	(110)
Accrued compensation	(363)
Accrued expenses and other current liabilities	(1,162)
Income taxes payable	(178)
Lease liabilities, current	(173)
Deferred tax liabilities	(1,050)
Other assets/liabilities, net	508
Total gross purchase price	$ 17,777
Weighted average useful life	4 years

Business and Summary of Significant Accounting Policies (Policies)

12 Months Ended

Dec. 31, 2023

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Basis of Presentation and Consolidation

The accompanying consolidated financial statements include the accounts of Thoughtworks Holding, Inc. and its subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation.

Certain amounts in the prior period consolidated financial statements and notes have been reclassified to conform to the 2023 presentation. These reclassifications had no effect on results of operations previously reported.

Preparation of Financial Statements

Use of Estimates

The Company bases its estimates on current expectations and historical experience and on other assumptions that its management believes are reasonable under the circumstances. These estimates form the basis for making judgments about the carrying value of assets and liabilities when those values are not readily apparent from other sources. Actual results can differ from those estimates, and such differences may be material to the consolidated financial statements in the future. In management’s opinion, all adjustments considered necessary for a fair presentation of the accompanying consolidated financial statements have been included, and all adjustments are of a normal and recurring nature.

Segments

The Company operates as one operating segment. Operating segments are defined as components of an enterprise for which separate financial information is evaluated regularly by the chief operating decision maker (“CODM”), in deciding how to allocate resources and assess performance.

While the Company has offerings in multiple modern digital businesses and operates in multiple countries, the Company’s business operates in one operating segment because most of the Company's service offerings are delivered and supported on a global basis and are deployed in a nearly identical way. The Company’s CODM evaluates the Company’s financial information, allocates resources and assesses the performance of these resources on a consolidated basis.

Long-Lived Assets

The North America geographic region encompasses the Company’s country of domicile (United States) and Canada, of which long-lived assets include property and equipment, net of depreciation, and lease right-of-use ("ROU") assets which are principally held within the United States. Canadian long-lived assets were determined to be immaterial given the amount was less than 10% of the Company's long-lived assets as of December 31, 2023 and 2022. The Company holds material long-lived assets in the foreign geographic locations noted in the table below.

Revenue Recognition and Cost of Revenues

The Company recognizes revenues when control of services is passed to a customer in an amount that reflects the consideration the Company expects to be entitled to in exchange for those services. Such control may be transferred over time or at a point in time, depending on satisfaction of obligations stipulated by the contract. The Company records sales and other taxes collected from customers and remitted to governmental authorities on a net basis.

The Company generates revenue from a variety of professional service arrangements. Fees for these contracts may be in the form of time-and-materials and fixed price. The Company also reports gross reimbursable expenses incurred as both revenue and cost of revenues in the consolidated statements of loss and comprehensive loss.

Revenue is measured based on consideration specified in a contract with a customer, which may consist of both fixed and variable components, and the consideration expected to be received is allocated to each separately identifiable performance obligation based on the performance obligation’s relative standalone selling price. The standalone selling prices are generally determined based on the prices at which the Company separately sells the services.

Contracts may include variable consideration, which usually takes the form of volume-based discounts, service level credits, price concessions, or incentives. To the extent that variable consideration is not constrained, the Company includes the expected amount within the total transaction price and updates its assumptions over the duration of the contract. Determining the estimated amount of such variable consideration involves assumptions and judgment that can have an impact on the amount of revenues reported. The amount of variable consideration is estimated utilizing the expected value or most likely amount method, depending on the facts and circumstances relative to the contract.

Time-and-Materials Revenues

The Company generates the majority of its revenues under time-and-materials contracts, which are billed using hourly, daily, or monthly rates to determine the amounts to be charged directly to the customer. Revenue from time-and-materials contracts is based on the number of hours worked and at contractually agreed-upon hourly rates and is recognized as those services are rendered as control of the services passes to the customer over time.

Fixed-Price Revenues

Fixed-price contracts include application development arrangements, and with certain contracts, progress towards satisfaction of the performance obligation is measured using input methods as there is a direct correlation between hours incurred and the end deliverable to the customer. With other contracts, progress towards the satisfaction of the performance obligation is measured using input methods with a direct correlation to resources consumed and the services provided to the customer. Assumptions, risks, and uncertainties inherent in the estimates used to measure progress could affect the amount of revenues, receivables, and deferred revenues at each reporting period. Revenues under these contracts are recognized

using costs incurred to date relative to total estimated costs at completion to measure progress toward satisfying performance obligations or based on resources utilized at contractually agreed-upon fixed rates.

Principal vs Agent Consideration

From time to time, the Company may enter into arrangements with third-party suppliers to sell services. In such cases, the Company evaluates whether it is the principal (i.e., reports revenues on a gross basis) or the agent (i.e., reports revenues on a net basis). In doing so, the Company first evaluates whether it has control of the service before it is transferred to the customer. If the Company controls the service before it is transferred to the customer, the Company is the principal; if not, the Company is the agent. Determining whether the Company controls the service before it is transferred to the customer may require judgment.

Contract Balances

A contract asset is a right to consideration that is conditional upon factors other than the passage of time. Contract assets primarily relate to unbilled amounts on fixed-price contracts, where the right to consideration is conditional on the satisfaction of performance obligations that are measured based on hours incurred and the end deliverable to the customer. Contract assets are recorded when services have been provided but the Company does not have an unconditional right to receive consideration. Professional services performed on or prior to the balance sheet date, but invoiced thereafter, are reflected in unbilled receivables.

Contract liabilities, or deferred revenue, consist of advance payments from clients and billings in excess of revenues recognized. The Company classifies deferred revenue as current on the consolidated balance sheet and is recognized as revenue as the Company performs under the contract. These balances are generally short-term in nature and are recognized as revenue within one year.

Costs to Obtain a Customer Contract

The Company incurs certain incremental costs to obtain a contract that the Company expects to recover. The Company applies a practical expedient and recognizes the incremental costs of obtaining contracts as an expense when incurred if the amortization period of the assets that the Company otherwise would have recognized is one year or less. The Company capitalizes incremental costs of obtaining contracts where the contract term is greater than one year. These costs primarily relate to commissions paid to the account executives and are included in SG&A expenses in the consolidated statements of (loss) income and comprehensive (loss) income for contracts one year or less and other current assets and other non-current assets on the consolidated balance sheets for contracts greater than one year.

Costs capitalized are amortized on a straight-line basis over the period of benefit. Amortization of capitalized costs to obtain contracts is included in SG&A expenses in the consolidated statements of (loss) income and comprehensive (loss) income. The Company determined the period of benefit by taking into consideration standard contract terms, renewals and amendments, if applicable. The capitalized amounts are recoverable through future revenue streams under all non-cancelable customer contracts. The Company periodically evaluates whether there have been any changes in its business, the market conditions in which it operates or other events which would indicate that its amortization period should be changed or if there are potential indicators of impairment.

Consists primarily of personnel and related costs directly associated with professional services, including salaries, bonuses, fringe benefits, stock-based compensation, project related travel costs, and costs of contracted third-party vendors. Also included in cost of revenues is depreciation attributable to the portion of our property and equipment utilized in the delivery of services to our clients.

Selling, General and Administrative Expenses

Consists of expenses associated with promoting and selling the Company’s services and general and administrative functions of the business. These expenses include the costs of salaries, bonuses, fringe benefits, commissions, stock-based compensation, severance, bad debt, travel, legal and accounting services, insurance, facilities including operating leases, advertising and other promotional activities.

Advertising costs consist of marketing, advertising through print and other media, professional event sponsorship, and public relations. These costs are expensed as incurred. Advertising costs totaled $5.0 million, $4.1 million and $2.3 million for the years ended December 31, 2023, 2022 and 2021, respectively, and are included in SG&A expenses in the consolidated statements of loss and comprehensive loss.

Other (Expense) Income

Other (expense) income consists of interest expense, impacts from foreign exchange transactions, gains (losses) on the sale of assets, gains related to the sale and settlement of trade receivables, change in fair value of contingent consideration and the write-off of deferred financing fees.

Cash and Cash Equivalents

Cash equivalents are short-term, highly liquid investments and deposits that are readily converted into cash, with maturities of three months or less.

Restricted Cash

Restricted cash is included with cash and cash equivalents when reconciling the beginning-of-period and end-of-period total amounts shown on the statement of cash flows. Restricted cash is restricted as to withdrawal or use. The Company has restricted cash held on deposit at various financial institutions to secure bank guarantees of amounts related to government requirements and for collateral for a corporate credit card.

Accounts Receivable

Allowance for Credit Losses

The Company analyzes its historical credit loss experience and considers current conditions and reasonable and supportable forecasts in developing the expected credit loss rates. Interest is not generally accrued on outstanding balances as the balances are considered short-term in nature.

Business Combinations

The Company accounts for business combinations using the acquisition method of accounting which requires it to allocate the fair value of purchase consideration to the assets acquired and liabilities assumed based on the estimated fair values at the acquisition date. The fair value of the net assets acquired for the business is determined utilizing expectations and assumptions believed reasonable by management. The excess of the purchase consideration transferred over the fair values of assets acquired and liabilities assumed is recorded as goodwill. As additional information is obtained about the assets and liabilities of the acquisition during the measurement period, not to exceed one year from the date of acquisition, the Company may record adjustments to the assets acquired and liabilities assumed with an offset to goodwill. After the measurement period, any adjustments are recorded in the consolidated statements of loss and comprehensive loss. Acquisition costs are expensed as incurred.

Some business combinations may include a contingent consideration agreement. The Company determines the fair value of the contingent consideration liability using a Monte Carlo Simulation. The liability is remeasured to fair value at each reporting date with adjustments recorded within other income (expense), net in the consolidated statements of loss and comprehensive loss.

Government Assistance

Property and Equipment, net

Property and equipment are stated at cost, net of accumulated depreciation and amortization. Depreciation is computed using the straight-line method over the estimated useful lives of the respective assets. The estimated useful lives, by asset class, are as follows:


Office furniture and equipment			7 years
Computer equipment			3 years
Software, including internal-use software			3 to 5 years
Automobiles			7 years

Leasehold improvements are amortized using the straight-line method over the shorter of their estimated useful lives or the terms of the related leases.

The Company reviews long-lived assets, including property and equipment and finite-lived intangible assets, for realizability on an ongoing basis. Changes in depreciation, generally accelerated depreciation, are determined and recorded when estimates of the remaining useful lives or residual values of long-term assets change. The Company also reviews for impairment when conditions exist that indicate the carrying amount of the asset group may not be fully recoverable. In those circumstances, the Company performs an undiscounted operating cash flow analysis to determine if an impairment exists. Any impairment loss is calculated as the excess of the asset’s carrying value over its estimated fair value. Fair value is estimated based on the discounted cash flows for the asset group over the remaining useful life or based on the expected cash proceeds for the asset less costs of disposal.

Internal-Use Software

In accordance with ASC 350-40, Internal-Use Software, certain costs incurred in the planning and evaluation stage of internal-use computer software are expensed as incurred. Certain costs incurred during the application development stage are capitalized and included in property and equipment. Capitalized costs are depreciated over the expected economic useful life of three to five years using the straight-line method.

Goodwill

Goodwill represents the excess of cost over the fair value of the net assets acquired in a business combination. When the Company acquires a business, the purchase price is allocated to the assets acquired and liabilities assumed based on their estimated fair values as of the acquisition date. During the measurement period, which may be up to one year from the acquisition date, adjustments to the fair value of assets acquired and liabilities assumed may be recorded, with the corresponding offset to goodwill. Upon the conclusion of the measurement period or final determination of the fair value of assets acquired and liabilities assumed, whichever comes first, any subsequent adjustments are recorded to the consolidated statement of operations.

The Company performs an annual impairment review of goodwill in its fiscal fourth quarter and additional impairment reviews when events and circumstances indicate it is more likely than not that an impairment may have occurred. The Company assesses goodwill for impairment at the reporting unit level.

Intangible Assets, net

In accordance with ASC 350, Intangibles – Goodwill and Other, the Company amortizes its finite-lived intangible assets over their respective estimated useful lives. The Company reviews both indefinite-lived intangibles and finite-lived intangibles for impairment on an annual basis, or more frequently if events or changes in circumstances indicate that they may be impaired. Impairment indicators could include significant under-performance relative to the historical or projected future operating results, significant changes in the manner of use of assets, significant negative industry or economic trends or significant changes in the Company’s market capitalization relative to net book value. Any changes in key assumptions used by the Company, including those set forth above, could result in an impairment charge and such a charge could have a material adverse effect on the Company’s consolidated statements of loss and comprehensive loss. The Company’s other intangible assets consist of an indefinite-lived trademark and finite-lived customer relationships. Customer relationships have an estimated useful life of four to fifteen years and are being amortized using the straight-line method.

Income Taxes

The Company is subject to both the United States of America (U.S.) and foreign income taxes. A current tax asset or liability is recognized for the estimated taxes payable or refundable on tax returns for the year.

Deferred income taxes are recorded to reflect the tax consequences on future years of the difference between the tax bases of assets and liabilities for income taxes and for financial reporting purposes using enacted tax rates in effect for the year in which differences are expected to reverse. The Company nets the deferred tax assets and deferred tax liabilities from temporary differences arising within the same tax jurisdiction and presents the net asset or liability as long term.

The Company assesses the need to account for deferred taxes on unremitted earnings of its foreign subsidiaries on an individual country basis according to management’s assertions regarding repatriation or permanent investment of each country’s accumulated earnings.

A valuation allowance is established when necessary to reduce deferred income tax assets to the amounts expected to be realized.

The Company classifies interest and penalties associated with tax liabilities as income tax expense in the consolidated statements of loss and comprehensive loss.

The Company provides for tax expense related to Global Intangible Low-Tax Income ("GILTI") in the year the tax is incurred.

The Company’s provision for income taxes includes the impact of provisions established for uncertain income tax positions, as well as any related interest and penalties. These reserves are adjusted given changing facts and circumstances, such as the closing of a tax audit, statute of limitation lapse or the refinement of an estimate. To the extent the final outcome of an uncertain income tax position differs from the amounts recorded, such differences will impact the provision for income taxes in the period in which such determination is made.

Accumulated Other Comprehensive Loss

Accumulated other comprehensive loss consists solely of foreign currency translation adjustments.

Foreign Currency

Assets and liabilities of consolidated foreign subsidiaries whose functional currency is not the U.S. dollar are translated into U.S. dollars at period-end exchange rates and revenues and expenses are translated into U.S. dollars at average exchange rates for the applicable period. The adjustment resulting from translating the financial statements of such foreign subsidiaries into U.S. dollars is reflected as a cumulative translation adjustment and reported as a component of accumulated other comprehensive loss.

For consolidated foreign subsidiaries whose functional currency is the U.S. dollar, transactions and balances denominated in the local currency are foreign currency transactions. Foreign currency transactions and balances related to non-monetary assets and liabilities are remeasured to the functional currency of the subsidiary at historical exchange rates while monetary assets and liabilities are remeasured to the functional currency of the subsidiary at period-end exchange rates. Foreign currency exchange gains or losses from remeasurement are included in income in the period in which they occur.

Commitments and Contingencies

Certain conditions may exist as of the date of the consolidated financial statements which may result in a loss to the Company but will only be resolved when one or more future events occur or fail to occur. Such liabilities for loss contingencies arising from claims, assessments, litigation, fines, penalties, and other sources, are recorded when the Company assesses that it is probable that a future liability has been incurred and the amount can be reasonably estimated. Recoveries of costs from third parties, which the Company assesses as being probable of realization, are recorded to the extent of related contingent liabilities accrued.

Legal costs incurred in connection with matters relating to contingencies are expensed in the period incurred. The Company records gain contingencies when realized.

Deferred Financing Fees

Deferred financing fees represent third-party debt issuance costs associated with the related debt facility. Deferred financing fees associated with the Company’s debt agreements are treated as a discount on the outstanding debt balance and amortized over the term of the respective debt facility, using the effective interest rate method and reported as a component of interest expense. Debt discounts on the Company’s debt are reflected as a direct deduction from the carrying amount of the long-term portion of the related debt liability.

Fair Value Measurements

The Company determines the fair values of its financial instruments based on the fair value hierarchy. ASC 820, Fair Value Measurement, includes a fair value hierarchy that is intended to increase consistency and comparability in fair value measurements and related disclosures. The fair value hierarchy is based on observable or unobservable inputs to valuation techniques that are used to measure fair value. Observable inputs reflect assumptions market participants would use in pricing an asset or liability based on market data obtained from independent sources while unobservable inputs reflect a reporting entity’s pricing based upon its own market assumptions.

The fair value hierarchy consists of the following three levels:

•Level 1: Inputs are quoted prices in active markets for identical assets or liabilities.

•Level 2: Inputs are quoted prices for similar assets or liabilities in an active market, quoted prices for identical or similar assets or liabilities in markets that are not active and inputs other than quoted prices that are observable and market-corroborated inputs, which are derived principally from or corroborated by observable market data.

•Level 3: Inputs that are derived from valuation techniques in which one or more significant inputs or value drivers are unobservable.

The fair value of certain assets, such as nonfinancial assets, primarily long-lived assets, goodwill, intangible assets and certain other assets, are recognized or disclosed in connection with impairment evaluations. All non-recurring valuations use significant unobservable inputs and therefore fall under Level 3 of the fair value hierarchy.

The carrying amounts of financial instruments including cash and cash equivalents, accounts receivable, and accounts payable approximated fair value as of December 31, 2023 and 2022, because of the relatively short maturity of these instruments. Additionally, the Company estimates the fair value of the Term Loan, discussed in Note 12, Credit Agreements, using current market yields. These current market yields are considered Level 2 inputs.

Stock-Based Compensation

The Company accounts for employee and Director equity-based compensation in accordance with ASC 718, Compensation – Stock Compensation. Accordingly, compensation expense is based on the grant date fair value of those awards and is recognized over the requisite service period for the respective award. The Company’s equity-based awards granted to employees include service-based stock option awards, RSUs and PSUs, both market and non-market based.

The Company grants EBITDA PSUs and rTSR PSUs to certain executives and employees under the Omnibus Plan. The EBITDA PSUs are earned based on the Company’s achievement of specified adjusted EBITDA targets. The rTSR PSUs are earned based on the Company's achievement of specified rTSR targets. Both

types of PSUs vest over a three-year service period, subject to the participant’s continued employment with us or our affiliate, as applicable.

The fair value of the options, RSUs, and EBITDA PSUs is determined using the grant date stock price of the Company’s common stock. The fair value for the rTSR PSUs is determined using a Monte-Carlo simulation. Compensation expense for awards solely subject to time-based vesting conditions (i.e., options and RSUs), will be recognized over their requisite service period (typically one to four years) on a straight-line amortization basis. Compensation expense for PSUs is recognized over their requisite service period on an accelerated amortization basis, from the date of grant through the last day of the requisite service period. The expense for the EBITDA PSUs is adjusted based on an estimate of awards ultimately expected to vest. The expense for the rTSR PSUs awards will be fully recognized over the service period, regardless if the targets are met. The Company records forfeitures as they occur. The compensation expense is recognized in the Company’s consolidated statements of loss and comprehensive loss.

At the time of grant, the Company takes into consideration the timing of the equity award and evaluates for conditions that could result in the award being considered spring loaded awards. The Company did not grant equity awards that would be considered spring loaded awards in 2023.

Recently Adopted Accounting Standards and Recently Issued Accounting Pronouncements Not Yet Adopted

In October 2021, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update ("ASU") 2021-08, which amends ASC 805 to require acquiring entities to apply ASU 2014-09, Revenue from Contracts with Customers (Topic 606), to recognize and measure contract assets and contract liabilities in a business combination. The guidance is effective for public entities for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. Entities should apply the ASU’s provisions prospectively to business combinations occurring on or after the effective date of the amendments. The Company adopted the standard in the first quarter of 2023. The adoption did not have a material impact on the Company's consolidated financial statements.

In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting, which provides temporary optional expedients and exceptions for applying generally accepted accounting principles to contracts, hedging relationships, and other transactions to ease the financial reporting burdens related to the expected market transition from London Interbank Offer Rate ("LIBOR") and other interbank offered rates to alternative reference rates. The optional amendments are effective as of March 12, 2020 through December 31, 2024, and upon adoption may be applied prospectively through December 31, 2024. The Company elected to utilize the temporary optional expedients in connection with the amendment of our credit agreement, which transitioned the Term Loan from LIBOR to the Secured Overnight Financing Rate (“SOFR”) on May 18, 2023.

In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, which is intended to improve reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses. The guidance is effective for public entities for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. Early adoption is permitted. The guidance should be applied retrospectively to all prior periods presented in the financial statements. Upon transition, the segment expense categories and amounts disclosed in the prior periods should be based on the significant segment expense categories identified and disclosed in the period of adoption. The Company is currently assessing the impact of this ASU on the consolidated financial statements.

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which requires public business entities to provide annual disclosure of specific categories in the rate reconciliation and income taxes paid disaggregated by jurisdiction. The guidance is effective for public entities for fiscal years beginning after December 15, 2024. Early adoption is permitted. The ASU applies on a

prospective basis, however, retrospective application is permitted. The Company is currently assessing the impact of this ASU on the consolidated financial statements.

Credit Agreements - Schedule of Credit Facilities (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Debt Disclosure [Abstract]
Long-term debt, less current portion	$ 288,188	$ 395,338
Capitalized deferred financing fees	(2,153)	(3,482)
Long-term debt	286,035	391,856
Current portion of long-term debt	7,150	7,150
Total debt carrying value	$ 293,185	$ 399,006

- Definition

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

+ References + Details

Revenue Recognition - Schedule of Contract Assets and Liabilities (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Revenue from Contract with Customer [Abstract]
Contract assets included in unbilled receivables	$ 29,981	$ 39,941
Contract liabilities included in deferred revenue	$ 18,090	$ 5,167

Credit Agreements - Narrative (Details) - USD ($)		12 Months Ended
Credit Agreements - Narrative (Details) - USD ($)	Feb. 24, 2023	Dec. 31, 2023	Dec. 31, 2022	Dec. 09, 2022	Mar. 26, 2021	Mar. 25, 2021
Debt Instrument [Line Items]
Write off of deferred financing fees	$ 900,000
Credit Agreements
Debt Instrument [Line Items]
Debt issuance costs, gross		$ 100,000	$ 3,600,000
Credit Agreements \| Secured debt
Debt Instrument [Line Items]
Debt instrument, face amount					$ 715,000,000
Installment payments, percent of original principal amount		1.00%
Revolving Credit Facility \| Credit Agreements \| Line of Credit
Debt Instrument [Line Items]
Credit facility		$ 300,000,000	$ 300,000,000	$ 300,000,000	$ 165,000,000	$ 85,000,000
Secured debt \| Credit Agreements \| Line of Credit
Debt Instrument [Line Items]
Repayments of debt	$ 100,000,000

Acquisitions (Tables)

12 Months Ended

Dec. 31, 2023

Business Combination and Asset Acquisition [Abstract]

Schedule of Business Acquisitions, by Acquisition

The Company's final allocation of the fair value of underlying assets acquired and liabilities assumed as of the acquisition date is as follows (in thousands):


	Total
Cash and cash equivalents	$	1,788
Trade receivables, net of allowance	1,251
Customer relationships, net (1)	3,500
Goodwill	13,766
Accounts payable	(110)
Accrued compensation	(363)
Accrued expenses and other current liabilities	(1,162)

Income taxes payable	(178)
Lease liabilities, current	(173)
Deferred tax liabilities	(1,050)
Other assets/liabilities, net	508
Total gross purchase price	$	17,777

(1)The weighted average amortization period is four years.

Schedule of Business Acquisitions by Acquisition, Contingent Consideration

The following table presents the change in the contingent consideration liability (in thousands):


	Year Ended December 31,
		2023		2022
Balance at beginning of period		$	14,255	$	—
Additions in the period		—		13,996
Payments in the period		(14,344)		—
Change in fair value		129		1,027
Change due to exchange rates		(40)		(768)
Balance at end of period		$	—	$	14,255

Property and Equipment, net - Schedule of Property and Equipment (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Property, Plant and Equipment [Line Items]
Property and equipment, gross	$ 98,692	$ 94,281
Less: accumulated depreciation and amortization	(72,646)	(55,483)
Property and equipment, net	26,046	38,798
Automobiles
Property, Plant and Equipment [Line Items]
Property and equipment, gross	59	5
Computer equipment
Property, Plant and Equipment [Line Items]
Property and equipment, gross	45,749	46,300
Software, including internal-use
Property, Plant and Equipment [Line Items]
Property and equipment, gross	22,277	19,170
Property and equipment, net	5,900	6,500
Leasehold improvements
Property, Plant and Equipment [Line Items]
Property and equipment, gross	24,200	22,245
Office furniture and equipment
Property, Plant and Equipment [Line Items]
Property and equipment, gross	$ 6,407	$ 6,561

Accumulated Other Comprehensive Loss (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Increase (Decrease in Stockholders' Equity [Roll Forward]
Beginning balance	$ 778,222	$ 701,957	$ 484,770
Foreign currency translation adjustments	1,044	(28,366)	(9,270)
Ending balance	773,130	778,222	701,957
Accumulated other comprehensive loss	(38,166)	(39,210)	(10,844)
Foreign Currency Translation
Increase (Decrease in Stockholders' Equity [Roll Forward]
Beginning balance	(39,210)	(10,844)	(1,574)
Foreign currency translation gain/(loss)	2,859	(31,569)	(8,221)
Income tax (expense) benefit	(1,815)	3,203	(1,049)
Foreign currency translation adjustments	1,044	(28,366)	(9,270)
Ending balance	$ (38,166)	$ (39,210)	$ (10,844)

- Definition

Amount, after tax, of accumulated increase (decrease) in equity from transaction and other event and circumstance from nonowner source.

+ References + Details

- Definition

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

+ References

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-Section S99
-Paragraph 2
-Subparagraph (SAB Topic 4.E)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480418/310-10-S99-2

+ Details

Restructuring Actions - Narrative (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021	Aug. 08, 2023
Restructuring Cost and Reserve [Line Items]
Charges	$ 18,944	$ 0	$ 0
Reorganization
Restructuring Cost and Reserve [Line Items]
Charges	18,944
Reorganization \| Wage-related expenses
Restructuring Cost and Reserve [Line Items]
Charges	17,244
Reorganization \| Non-wage related expenses
Restructuring Cost and Reserve [Line Items]
Charges	$ 1,700
Minimum \| Reorganization
Restructuring Cost and Reserve [Line Items]
Expected restructuring costs				$ 20,000
Minimum \| Reorganization \| Wage-related expenses
Restructuring Cost and Reserve [Line Items]
Expected restructuring costs				18,000
Minimum \| Reorganization \| Non-wage related expenses
Restructuring Cost and Reserve [Line Items]
Expected restructuring costs				2,000
Maximum \| Reorganization
Restructuring Cost and Reserve [Line Items]
Expected restructuring costs				25,000
Maximum \| Reorganization \| Wage-related expenses
Restructuring Cost and Reserve [Line Items]
Expected restructuring costs				22,000
Maximum \| Reorganization \| Non-wage related expenses
Restructuring Cost and Reserve [Line Items]
Expected restructuring costs				$ 3,000

- Definition

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

+ References + Details

Loss Per Common Share (Tables)

12 Months Ended

Dec. 31, 2023

Earnings Per Share [Abstract]

Schedule of Basic and Diluted Net (Loss) Income Per Common Share

The components of basic and diluted loss per common share are as follows (in thousands, except share and per share data):


	Year Ended December 31,
	2023		2022		2021
Numerator:
Net loss	$	(68,661)	$	(105,393)	$	(575)
Preferred stock dividends	—		—		(59,642)
Net loss allocated to common stockholders	$	(68,661)	$	(105,393)	$	(60,217)
Denominator:
Weighted average shares outstanding – Basic and diluted	317,718,424		310,911,526		254,271,997
Basic and diluted loss per common share	$	(0.22)	$	(0.34)	$	(0.24)

Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share

The following potentially dilutive securities were excluded from the computation of diluted loss per common share because the impact of including them would have been anti-dilutive:


	Year Ended December 31,
	2023	2022	2021
Employee stock options, RSUs and performance stock units ("PSUs")	22,182,607	26,802,540	23,435,860

Business and Summary of Significant Accounting Policies (Tables)

12 Months Ended

Dec. 31, 2023

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Long-Lived Assets by Geographic Areas

The following table presents long-lived assets by location (in thousands):


	As of December 31,
	2023				2022
United States	$	14,582	21.5	%	$	18,205	22.2	%
Germany	13,052		19.2	%	13,606		16.6	%
India	10,793		15.9	%	14,457		17.6	%

China	10,616		15.7	%	12,160		14.9	%
All other (1)	18,774		27.7	%	23,493		28.7	%
Total long-lived assets	$	67,817	100.0	%	$	81,921	100.0	%

(1)All other foreign geographic locations hold long-lived assets of less than 10% of the Company's consolidated total.

Schedule of Capitalized Contract Cost

The following table is a summary of the Company’s costs to obtain contracts and related amortization where the amortization period of the assets is greater than one year (in thousands):


	Year Ended December 31,
	2023		2022		2021
Balance at beginning of period	$	1,588	$	2,039	$	—
Costs to obtain contracts capitalized	905		811		2,318
Amortization of capitalized costs	(1,685)		(1,265)		(277)

Changes due to exchange rates	68		3		(2)
Balance at end of period	$	876	$	1,588	$	2,039

Accounts Receivable, Allowance for Credit Loss

Activity related to the Company’s allowance for credit losses is as follows (in thousands):


	Year Ended December 31,
	2023		2022		2021
Allowance for credit losses, beginning balance	$	(9,531)	$	(8,916)	$	(10,385)
Impact of accounting standard adoption (1)	—		(841)		—
Current period provision	(4,606)		(2,002)		(281)
Write-offs charged against allowance	4,848		2,351		882
Recoveries of amounts previously written off	(96)		—		—
Changes due to exchange rates	(165)		(123)		868
Allowance for credit losses, ending balance	$	(9,550)	$	(9,531)	$	(8,916)

(1)The Company adopted ASU 2016-13, Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, in the first quarter of 2022.

Property and Equipment Useful Lives

The estimated useful lives, by asset class, are as follows:


Office furniture and equipment			7 years
Computer equipment			3 years
Software, including internal-use software			3 to 5 years
Automobiles			7 years

Property and equipment consisted of the following (in thousands):


	As of December 31,
	2023		2022
Automobiles	$	59	$	5
Computer equipment	45,749		46,300
Software, including internal-use	22,277		19,170
Leasehold improvements	24,200		22,245
Office furniture and equipment	6,407		6,561
	98,692		94,281
Less: accumulated depreciation and amortization	(72,646)		(55,483)
Property and equipment, net	$	26,046	$	38,798

Restructuring Actions

12 Months Ended

Dec. 31, 2023

Restructuring and Related Activities [Abstract]

Restructuring Actions

On August 8, 2023, the Company announced that its Board of Directors approved and committed to a structural reorganization (the "Reorganization") on August 7, 2023 that will (i) move its operational functions from a geographic to a centralized model, (ii) create a new organizational home for the majority of its client facing workforce, our Digital Engineering Center, and (iii) evolve its regional market structure. The majority of the actions were taken in the third quarter of 2023, and the Company expects actions to be completed by the end of the third quarter of 2024.

Thoughtworks expects to incur total pre-tax cash charges of approximately $20 million to $25 million (the “Total Charges”), of which $18.9 million was recognized in 2023. The expected Total Charges include $18 million to $22 million in wage-related expenses, such as employee severance and related benefits, and $2 million to $3 million in non-wage related expenses, including costs related to reducing leased office space, vendor contract cancellations, professional fees and other reorganization costs.

The total costs related to the Reorganization are reported in restructuring in the consolidated statements of loss and comprehensive loss. The liability as of December 31, 2023 is reflected in accrued expenses and other current liabilities on the consolidated balance sheet. The table below summarizes the activities related to the restructuring for the year ended December 31, 2023 (in thousands):



	Wage-related expenses		Non-wage related expenses		Total
Liability as of December 31, 2022	$	—	$	—	$	—
Charges	17,244		1,700		18,944
Payments	(13,913)		(684)		(14,597)
Non-cash items (1)	(197)		(647)		(844)
Liability as of December 31, 2023	$	3,134	$	369	$	3,503

(1)Wage-related expenses includes stock-based compensation expense. Non-wage related expenses includes charges related to reducing leased office space.

Credit Agreements - Schedule of Future Cash Payments for Term Loan (Details) $ in Thousands	Dec. 31, 2023 USD ($)
Debt Disclosure [Abstract]
2024	$ 7,150
2025	7,150
2026	7,150
2027	7,150
2028	266,738
Total future principal cash payments	$ 295,338

Accrued Expenses and Other Current Liabilities (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Payables and Accruals [Abstract]
Contingent consideration	$ 0	$ 14,255
Value-added tax and sales tax payable	4,821	7,526
Restructuring	3,503	0
Other accrued expenses	13,830	15,972
Accrued expenses and other current liabilities	$ 22,154	$ 37,753

Pay vs Performance Disclosure - USD ($) $ in Thousands	12 Months Ended
Pay vs Performance Disclosure - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Pay vs Performance Disclosure
Net income (loss)	$ (68,661)	$ (105,393)	$ (575)

- Definition

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

+ References

+ Details

CONSOLIDATED STATEMENTS OF CHANGES IN REDEEMABLE CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS' EQUITY - USD ($) $ in Thousands	Total	Cumulative effect related to adoption of ASU 2016-13	IPO	Common Stock	Common Stock IPO	Treasury	Additional Paid-In Capital	Additional Paid-In Capital IPO	Accumulated Other Comprehensive Loss	Retained Earnings (Deficit)	Retained Earnings (Deficit) Cumulative effect related to adoption of ASU 2016-13
Beginning balance (in shares) at Dec. 31, 2020	23,493,546
Beginning balance at Dec. 31, 2020	$ 322,800
Redeemable, Convertible Preferred Stock
Issuance of redeemable convertible preferred stock, net of issuance costs (in shares)	35,996,412
Issuance of redeemable convertible preferred stock, net of issuance costs	$ 503,222
Conversion of redeemable convertible preferred stock to common stock (in shares)	(59,489,958)
Conversion of redeemable convertible preferred stock to common stock	$ (826,022)
Ending balance (in shares) at Dec. 31, 2021	0
Ending balance at Dec. 31, 2021	$ 0
Increase (Decrease in Stockholders' Equity [Roll Forward]
Accounting Standards Update [Extensible Enumeration]	Accounting Standards Update 2016-13 [Member]
Beginning balance (in shares) at Dec. 31, 2020				278,322,716
Beginning balance at Dec. 31, 2020	$ 484,770			$ 279		$ (1,608)	$ 379,335		$ (1,574)	$ 108,338
Treasury stock, beginning balance (in shares) at Dec. 31, 2020						572,711
Increase (Decrease in Stockholders' Equity [Roll Forward]
Net income (loss)	(575)									(575)
Other comprehensive (loss) income, net of tax	(9,270)								(9,270)
Issuance of common stock (in shares)				133,313	16,429,964
Issuance of common stock	1,873		$ 314,716		$ 16		1,873	$ 314,700
Conversion of redeemable convertible preferred stock to common stock (in shares)				59,489,958
Conversion of redeemable convertible preferred stock to common stock	826,022			$ 60			825,962
Issuance of common stock on exercise of options , net of withholding taxes (in shares)				1,169,090
Issuance of common stock on exercise of options, net of withholding taxes	(851)			$ 1			(852)
Dividends	(325,012)						(279,191)			(45,821)
Tender Offer (in shares)				(50,412,860)		50,412,860
Tender Offer	(717,429)					$ (627,816)	(10,391)			(79,222)
Stock-based compensation expense	127,713						127,713
Ending balance (in shares) at Dec. 31, 2021				305,132,181
Ending balance at Dec. 31, 2021	$ 701,957	$ (841)		$ 356		$ (629,424)	1,359,149		(10,844)	(17,280)	$ (841)
Treasury stock, ending balance (in shares) at Dec. 31, 2021						50,985,571
Ending balance (in shares) at Dec. 31, 2022	0
Ending balance at Dec. 31, 2022	$ 0
Increase (Decrease in Stockholders' Equity [Roll Forward]
Net income (loss)	(105,393)									(105,393)
Other comprehensive (loss) income, net of tax	(28,366)								(28,366)
Issuance of common stock for equity incentive awards, net of withholding taxes (in shares)				10,189,218
Issuance of common stock for equity incentive awards, net of withholding taxes	(40,076)			$ 10			(40,086)
Reissuance of treasury shares for equity incentive awards (in shares)				360,588		(360,588)
Reissuance of treasury shares for equity incentive awards	436					$ 4,490	(4,054)
Stock-based compensation expense	250,505						250,505
Ending balance (in shares) at Dec. 31, 2022				315,681,987
Ending balance at Dec. 31, 2022	$ 778,222			$ 366		$ (624,934)	1,565,514		(39,210)	(123,514)
Treasury stock, ending balance (in shares) at Dec. 31, 2022	50,624,983					50,624,983
Ending balance (in shares) at Dec. 31, 2023	0
Ending balance at Dec. 31, 2023	$ 0
Increase (Decrease in Stockholders' Equity [Roll Forward]
Net income (loss)	(68,661)									(68,661)
Other comprehensive (loss) income, net of tax	$ 1,044								1,044
Issuance of common stock on exercise of options , net of withholding taxes (in shares)	2,432,182
Issuance of common stock for equity incentive awards, net of withholding taxes (in shares)				6,569,112
Issuance of common stock for equity incentive awards, net of withholding taxes	$ (1,096)			$ 7			(1,103)
Reissuance of treasury shares for equity incentive awards (in shares)				156,286		(156,286)
Reissuance of treasury shares for equity incentive awards	(1,405)					$ 1,946	(1,946)			(1,405)
Stock-based compensation expense	65,026						65,026
Ending balance (in shares) at Dec. 31, 2023				322,407,385
Ending balance at Dec. 31, 2023	$ 773,130			$ 373		$ (622,988)	$ 1,627,491		$ (38,166)	$ (193,580)
Treasury stock, ending balance (in shares) at Dec. 31, 2023	50,468,697					50,468,697

Leases - Schedule of Supplemental Cash Flow Lease Information (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Leases [Abstract]
Cash paid for amounts included in the measurement of operating lease liabilities	$ 21,466	$ 19,779
ROU assets obtained in exchange for new operating lease liabilities	16,344	21,819
Non-cash net decrease due to lease modifications:
Operating lease ROU assets	(2,326)	0
Operating lease liabilities	$ (1,850)	$ 0
Weighted-average remaining operating lease term (years)	4 years 2 months 12 days	4 years 8 months 12 days
Weighted average operating lease discount rate	5.90%	5.30%

CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Current assets:
Cash and cash equivalents	$ 100,305	$ 194,294
Trade receivables, net of allowance of $9,550 and $9,531, respectively	167,942	201,695
Unbilled receivables	115,150	122,499
Prepaid expenses	19,692	19,353
Other current assets	25,269	18,849
Total current assets	428,358	556,690
Property and equipment, net	26,046	38,798
Right-of-use assets	41,771	43,123
Intangibles and other assets:
Goodwill	424,565	405,017
Trademark	273,000	273,000
Customer relationships, net	114,186	124,047
Other non-current assets	19,310	21,175
Total assets	1,327,236	1,461,850
Current liabilities:
Accounts payable	2,767	5,248
Long-term debt, current	7,150	7,150
Income taxes payable	5,106	22,781
Accrued compensation	88,712	85,477
Deferred revenue	18,090	5,167
Accrued expenses and other current liabilities	22,154	37,753
Lease liabilities, current	15,301	15,994
Total current liabilities	159,280	179,570
Lease liabilities, non-current	29,791	29,885
Long-term debt, less current portion	286,035	391,856
Deferred tax liabilities	54,907	62,555
Other long-term liabilities	24,093	19,762
Total liabilities	554,106	683,628
Commitments and contingencies
Stockholders’ equity:
Convertible preferred stock, $0.001 par value; 100,000,000 shares authorized, zero issued and outstanding at December 31, 2023 and December 31, 2022, respectively	0	0
Common stock, $0.001 par value; 1,000,000,000 shares authorized, 372,876,082 and 366,306,970 issued, 322,407,385 and 315,681,987 outstanding at December 31, 2023 and December 31, 2022, respectively	373	366
Treasury stock, 50,468,697 and 50,624,983 shares at December 31, 2023 and December 31, 2022, respectively	(622,988)	(624,934)
Additional paid-in capital	1,627,491	1,565,514
Accumulated other comprehensive loss	(38,166)	(39,210)
Retained deficit	(193,580)	(123,514)
Total stockholders' equity	773,130	778,222
Total liabilities and stockholders' equity	$ 1,327,236	$ 1,461,850

Benefit Plans	12 Months Ended
Benefit Plans	Dec. 31, 2023
Retirement Benefits [Abstract]
Benefits Plan	Benefit Plans The Company sponsors a 401(k) plan for substantially all U.S. employees. Employees are allowed to make contributions to the plan through withholdings of their salary. The plan provides for the Company to make a discretionary matching contribution. Contributions to the plan for the years ended December 31, 2023, 2022 and 2021, totaled $3.8 million, $4.1 million and $3.1 million, respectively. The Company also maintains similar defined contribution plans in the United Kingdom, Canada, Spain, Italy, Singapore, and Thailand. Total employer contributions under these plans for the years ended December 31, 2023, 2022 and 2021 were $7.2 million, $6.6 million and $5.4 million, respectively.

Loss Per Common Share

12 Months Ended

Dec. 31, 2023

Earnings Per Share [Abstract]

Loss Per Common Share

Basic loss per common share is computed by dividing the net loss allocated to common shareholders by the weighted average common shares outstanding for the period.

Diluted loss per common share is computed by giving effect to all potential shares of common stock, including outstanding stock options, unvested RSUs and unvested PSUs, to the extent the shares are dilutive. PSU shares are not included in dilution during the performance period. Once the performance period is

complete, the PSU shares are included in dilution during the remaining service period, to the extent they are dilutive. Basic and diluted loss per common share are the same for all periods presented as the inclusion of all potential shares of common stock outstanding would have been anti-dilutive. The dilutive effect of potentially dilutive securities is reflected in diluted earnings per common share by application of the treasury stock method.

The components of basic and diluted loss per common share are as follows (in thousands, except share and per share data):


	Year Ended December 31,
	2023		2022		2021
Numerator:
Net loss	$	(68,661)	$	(105,393)	$	(575)
Preferred stock dividends	—		—		(59,642)
Net loss allocated to common stockholders	$	(68,661)	$	(105,393)	$	(60,217)
Denominator:
Weighted average shares outstanding – Basic and diluted	317,718,424		310,911,526		254,271,997
Basic and diluted loss per common share	$	(0.22)	$	(0.34)	$	(0.24)

The following potentially dilutive securities were excluded from the computation of diluted loss per common share because the impact of including them would have been anti-dilutive:


	Year Ended December 31,
	2023	2022	2021
Employee stock options, RSUs and performance stock units ("PSUs")	22,182,607	26,802,540	23,435,860

Audit Information	12 Months Ended
Audit Information	Dec. 31, 2023
Audit Information [Abstract]
Auditor Name	Ernst & Young LLP
Auditor Location	Chicago, Illinois
Auditor Firm ID	42

Stockholders' Equity (Details)	Sep. 17, 2021 $ / shares shares	Sep. 16, 2021	Dec. 31, 2023 $ / shares shares	Dec. 31, 2022 $ / shares shares
Equity [Abstract]
Conversion of convertible securities, before stock split (in shares)	1,365,058
Stock split, conversion ratio		43.6
Preferred stock, shares authorized (in shares)	100,000,000		100,000,000	100,000,000
Preferred stock, par value (in dollars per share) \| $ / shares	$ 0.001		$ 0.001	$ 0.001
Common stock redesignated (in shares)	5,259,163
Stock redesignation, conversion ratio	1
Common stock, par value (in dollars per share) \| $ / shares	$ 0.001		$ 0.001	$ 0.001
Common stock, shares authorized (in shares)			1,000,000,000	1,000,000,000
Common stock, shares outstanding (in shares)			322,407,385	315,681,987

Acquisitions - Narrative (Details) - USD ($) $ in Thousands			12 Months Ended
Acquisitions - Narrative (Details) - USD ($) $ in Thousands	May 04, 2023	Feb. 01, 2023	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021	Apr. 26, 2022
Business Acquisition [Line Items]
Acquisitions, net of cash acquired			$ 15,989	$ 70,011	$ 44,759
ITOC Pty Ltd
Business Acquisition [Line Items]
Gross purchase price		$ 17,800
Acquisitions, net of cash acquired		16,000
Cash acquired from acquisition		$ 1,800
Acquisition related costs			4,600
Connected
Business Acquisition [Line Items]
Contingent consideration liability			0	14,255	$ 0	$ 14,000
Payments in the period	$ 14,300		$ 14,344	$ 0

Goodwill and Other Intangible Assets - Schedule of Estimated Amortization (Details) $ in Thousands	Dec. 31, 2023 USD ($)
Goodwill and Intangible Assets Disclosure [Abstract]
2024	$ 15,510
2025	15,510
2026	15,510
2027	14,708
2028	14,635
Thereafter	47,181
Finite-lived intangible assets, net	$ 123,054

Stock-Based Compensation - Schedule of Performance Based Stock Activity (Details) - Performance Shares	12 Months Ended
	Dec. 31, 2023 $ / shares shares
Number of PSUs
Beginning balance (in shares) \| shares	76,697
Granted (in shares) \| shares	737,483
Adjustment for PSUs expected to vest as of current period end (in shares) \| shares	(718,483)
Forfeited (in shares) \| shares	(7,565)
Vested (in shares) \| shares	0
Ending balance (in shares) \| shares	88,132
Weighted Average Grant Date Fair Value
Beginning balance (in dollars per share) \| $ / shares	$ 20.11
Granted (in dollars per share) \| $ / shares	8.44
Adjustment for PSUs expected to vest as of current period end (in dollars per share) \| $ / shares	8.21
Forfeited (in dollars per share) \| $ / shares	12.33
Vested (in dollars per share) \| $ / shares	0
Ending balance (in dollars per share) \| $ / shares	$ 20.11

Revenue Recognition - Schedule of Revenue by Geographical Location (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Disaggregation of Revenue [Line Items]
Revenues	$ 1,126,816	$ 1,296,238	$ 1,069,945
North America
Disaggregation of Revenue [Line Items]
Revenues	417,571	503,948	396,491
United States
Disaggregation of Revenue [Line Items]
Revenues	$ 402,600	$ 474,300	$ 372,800
United States \| Revenue \| Geographic concentration risk
Disaggregation of Revenue [Line Items]
Concentration risk	35.70%	36.60%	34.80%
APAC
Disaggregation of Revenue [Line Items]
Revenues	$ 387,061	$ 419,982	$ 358,596
Australia
Disaggregation of Revenue [Line Items]
Revenues	$ 116,400	$ 148,300	$ 116,500
Australia \| Revenue \| Geographic concentration risk
Disaggregation of Revenue [Line Items]
Concentration risk	10.30%	11.40%	10.90%
Europe
Disaggregation of Revenue [Line Items]
Revenues	$ 280,390	$ 315,875	$ 267,121
United Kingdom
Disaggregation of Revenue [Line Items]
Revenues		$ 132,600	$ 115,200
United Kingdom \| Revenue \| Geographic concentration risk
Disaggregation of Revenue [Line Items]
Concentration risk		10.20%	10.80%
Germany
Disaggregation of Revenue [Line Items]
Revenues	$ 125,300		$ 113,800
Germany \| Revenue \| Geographic concentration risk
Disaggregation of Revenue [Line Items]
Concentration risk	11.10%		10.60%
LATAM
Disaggregation of Revenue [Line Items]
Revenues	$ 41,794	$ 56,433	$ 47,737

Goodwill and Other Intangible Assets

12 Months Ended

Dec. 31, 2023

Goodwill and Intangible Assets Disclosure [Abstract]

Goodwill and Other Intangible Assets

The following is a summary of the changes in the carrying value of goodwill (in thousands):


	Total
Balance as of December 31, 2021	$	346,719
Additions due to acquisitions	71,700
Changes due to exchange rates	(13,402)
Balance as of December 31, 2022	405,017
Additions due to acquisitions	13,766
Changes due to exchange rates	5,782
Balance as of December 31, 2023	$	424,565

The following is a summary of other intangible assets (in thousands):


	As of December 31,
	2023		2022
Customer relationships	$	196,947	$	193,447
Less accumulated amortization	(73,893)		(59,369)
Customer relationships, net	123,054		134,078
Trademark	273,000		273,000
Total other intangible assets, after amortization	396,054		407,078
Changes due to exchange rates	(8,868)		(10,031)
Other intangible assets, net	$	387,186	$	397,047

Other than an indefinite-lived trademark, the Company’s intangible assets have finite lives and, as such, are subject to amortization. The weighted average remaining useful life of the Company’s finite-lived intangible assets was 8.1 years and 9.2 years as of December 31, 2023 and 2022, respectively. Amortization expense related to these intangible assets was $14.5 million, $13.1 million and $12.0 million for the years ended December 31, 2023, 2022 and 2021, respectively.

As of December 31, 2023, estimated amortization expense for the next five years and thereafter is as follows (in thousands):


	Total
2024	$	15,510
2025	15,510
2026	15,510
2027	14,708
2028	14,635
Thereafter	47,181
	$	123,054

Business and Summary of Significant Accounting Policies

12 Months Ended

Dec. 31, 2023

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Business and Summary of Significant Accounting Policies

Thoughtworks Holding, Inc. (together with its subsidiaries, the “Company”) develops, implements, and services complex enterprise application software and provides business technology consulting. The Company conducts business in Australia, Brazil, Canada, Chile, China, Ecuador, Finland, Germany, Hong Kong, India, Italy, the Netherlands, Romania, Singapore, Spain, Switzerland, Thailand, the United Kingdom, the United States and Vietnam. Thoughtworks Holding, Inc. is the ultimate parent holding company of Thoughtworks, Inc. among other subsidiaries.

Basis of Presentation and Consolidation

Preparation of Financial Statements and Use of Estimates

The preparation of these consolidated financial statements is in conformity with generally accepted accounting principles in the United States (“GAAP”) and applicable rules and regulations of the SEC. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting periods. On an ongoing basis, the Company evaluates its estimates, including those related to allowance for credit losses, valuation and impairment of goodwill and long-lived assets, income taxes, accrued bonus, contingencies, stock-based compensation and litigation costs. The Company bases its estimates on current expectations and historical experience and on other assumptions that its management believes are reasonable under the circumstances. These estimates form the basis for making judgments about the carrying value of assets and liabilities when those values are not readily apparent from other sources. Actual results can differ from those estimates, and such differences may be material to the consolidated financial statements in the future. In management’s opinion, all adjustments considered necessary for a fair presentation of the accompanying consolidated financial statements have been included, and all adjustments are of a normal and recurring nature.

Segments

Long-Lived Assets

The following table presents long-lived assets by location (in thousands):


	As of December 31,
	2023				2022
United States	$	14,582	21.5	%	$	18,205	22.2	%
Germany	13,052		19.2	%	13,606		16.6	%
India	10,793		15.9	%	14,457		17.6	%

China	10,616		15.7	%	12,160		14.9	%
All other (1)	18,774		27.7	%	23,493		28.7	%
Total long-lived assets	$	67,817	100.0	%	$	81,921	100.0	%

(1)All other foreign geographic locations hold long-lived assets of less than 10% of the Company's consolidated total.

Revenue Recognition

Time-and-Materials Revenues

Fixed-Price Revenues

Principal vs Agent Consideration

Contract Balances

Costs to Obtain a Customer Contract

The following table is a summary of the Company’s costs to obtain contracts and related amortization where the amortization period of the assets is greater than one year (in thousands):


	Year Ended December 31,
	2023		2022		2021
Balance at beginning of period	$	1,588	$	2,039	$	—
Costs to obtain contracts capitalized	905		811		2,318
Amortization of capitalized costs	(1,685)		(1,265)		(277)

Changes due to exchange rates	68		3		(2)
Balance at end of period	$	876	$	1,588	$	2,039

Cost of Revenues

Selling, General and Administrative Expenses

Other (Expense) Income

Cash and Cash Equivalents

Cash equivalents are short-term, highly liquid investments and deposits that are readily converted into cash, with maturities of three months or less.

Restricted Cash

Accounts Receivable and Allowance for Credit Losses

Accounts receivable are uncollateralized customer obligations due under normal trade terms. Payment terms with customers are generally 30 to 90 days from the invoice date. Accounts receivable are recorded at the invoiced amount net of an allowance for credit loss. The Company analyzes its historical credit loss experience and considers current conditions and reasonable and supportable forecasts in developing the expected credit loss rates. Interest is not generally accrued on outstanding balances as the balances are considered short-term in nature.

Activity related to the Company’s allowance for credit losses is as follows (in thousands):


	Year Ended December 31,
	2023		2022		2021
Allowance for credit losses, beginning balance	$	(9,531)	$	(8,916)	$	(10,385)
Impact of accounting standard adoption (1)	—		(841)		—
Current period provision	(4,606)		(2,002)		(281)
Write-offs charged against allowance	4,848		2,351		882
Recoveries of amounts previously written off	(96)		—		—
Changes due to exchange rates	(165)		(123)		868
Allowance for credit losses, ending balance	$	(9,550)	$	(9,531)	$	(8,916)

(1)The Company adopted ASU 2016-13, Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, in the first quarter of 2022.

Business Combinations

Government Assistance

The Company has historically received government subsidies in the form of cash in China and Singapore related to expenses such as rent, wages, training benefits and taxes. The subsidies are recorded against the related expense within SG&A expense or cost of revenues in the consolidated statements of loss and comprehensive loss. The Company recorded $1.3 million and $1.3 million to cost of revenues and $1.3 million and $0.7 million to SG&A expense for the years ended December 31, 2023 and 2022, respectively.

Property and Equipment, net


Office furniture and equipment			7 years
Computer equipment			3 years
Software, including internal-use software			3 to 5 years
Automobiles			7 years

Leasehold improvements are amortized using the straight-line method over the shorter of their estimated useful lives or the terms of the related leases.

Internal-Use Software

Capitalized internal-use software asset depreciation expense for the years ended December 31, 2023, 2022 and 2021 was $5.8 million, $4.7 million and $2.2 million, respectively, and is included in depreciation and amortization in the consolidated statements of loss and comprehensive loss. As of December 31, 2023 and 2022, the net book value of internal-use software was $5.9 million and $6.5 million, respectively.

Goodwill

Based on the results of the annual impairment analysis, the Company determined no impairment existed for the year ended December 31, 2023 and 2022 as the fair value exceeded the carrying amount.

Other Intangible Assets

Based on the results of the annual impairment analysis, the Company determined no impairment existed for the years ended December 31, 2023 and 2022 as the fair value exceeded the carrying amount.

Income Taxes

A valuation allowance is established when necessary to reduce deferred income tax assets to the amounts expected to be realized.

The Company classifies interest and penalties associated with tax liabilities as income tax expense in the consolidated statements of loss and comprehensive loss.

The Company provides for tax expense related to Global Intangible Low-Tax Income ("GILTI") in the year the tax is incurred.

Accumulated Other Comprehensive Loss

Accumulated other comprehensive loss consists solely of foreign currency translation adjustments.

Foreign Currency

Commitments and Contingencies

Legal costs incurred in connection with matters relating to contingencies are expensed in the period incurred. The Company records gain contingencies when realized.

Deferred Financing Fees

The Company recorded interest expense as it relates to deferred financing fees of $2.5 million, $1.6 million and $1.6 million for the years ended December 31, 2023, 2022 and 2021, respectively.

Fair Value Measurements

The fair value hierarchy consists of the following three levels:

•Level 1: Inputs are quoted prices in active markets for identical assets or liabilities.

•Level 3: Inputs that are derived from valuation techniques in which one or more significant inputs or value drivers are unobservable.

Stock-Based Compensation

types of PSUs vest over a three-year service period, subject to the participant’s continued employment with us or our affiliate, as applicable.

Refer to Note 10, Stock-Based Compensation, for more information on equity-based awards.

Recently Adopted Accounting Standards

Recently Issued Accounting Pronouncements Not Yet Adopted

prospective basis, however, retrospective application is permitted. The Company is currently assessing the impact of this ASU on the consolidated financial statements.

Concentration of Credit Risk and Other Risks and Uncertainties

Revenue generated from the Company's operations outside of the United States for the years ended December 31, 2023, 2022 and 2021 was 66%, 63% and 65%, respectively.

As of December 31, 2023 and 2022, approximately 75% and 69%, respectively, of trade accounts receivable and unbilled accounts receivable was due from customers located outside the United States. At December 31, 2023 and 2022, the Company had net fixed assets of $18.7 million and $30.0 million, respectively, outside the United States.

Stock-Based Compensation - Schedule of Restricted Stock Units Activity (Details) - RSU's	12 Months Ended
	Dec. 31, 2023 $ / shares shares
Number of RSUs
Beginning balance (in shares)	13,013,946
Granted (in shares)	8,323,470
Forfeited (in shares)	(1,995,186)
Vested (in shares)	(6,005,401)
Ending balance (in shares)	13,336,829
Weighted Average Grant Date Fair Value
Beginning balance (in dollars per share) \| $ / shares	$ 17.37
Granted (in dollars per share) \| $ / shares	4.04
Forfeited (in dollars per share) \| $ / shares	16.68
Vested (in dollars per share) \| $ / shares	20.03
Ending balance (in dollars per share) \| $ / shares	$ 7.96
Net settled shares (in shares)	1,700,000

Accrued Expenses and Other Current Liabilities

12 Months Ended

Dec. 31, 2023

Payables and Accruals [Abstract]

Accrued Expenses and Other Current Liabilities

The following is a summary of the Company’s accrued expenses and other current liabilities (in thousands):


	As of December 31,
	2023		2022
Contingent consideration	$	—	$	14,255
Value-added tax and sales tax payable	4,821		7,526
Restructuring	3,503		—
Other accrued expenses	13,830		15,972
Accrued expenses and other current liabilities	$	22,154	$	37,753

Business and Summary of Significant Accounting Policies - Schedule of Property, Plant and Equipment, Useful Lives (Details)	Dec. 31, 2023
Office furniture and equipment \| Maximum
Property, Plant and Equipment [Line Items]
Estimated useful lives	7 years
Computer equipment \| Maximum
Property, Plant and Equipment [Line Items]
Estimated useful lives	3 years
Software, including internal-use \| Minimum
Property, Plant and Equipment [Line Items]
Estimated useful lives	3 years
Software, including internal-use \| Maximum
Property, Plant and Equipment [Line Items]
Estimated useful lives	5 years
Automobiles
Property, Plant and Equipment [Line Items]
Estimated useful lives	7 years

Revenue Recognition - Schedule of Revenue by Industry Vertical (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Disaggregation of Revenue [Line Items]
Revenues	$ 1,126,816	$ 1,296,238	$ 1,069,945
Energy, public and health services
Disaggregation of Revenue [Line Items]
Revenues	294,029	316,478	275,279
Technology and business services
Disaggregation of Revenue [Line Items]
Revenues	279,264	360,117	288,709
Financial services and insurance
Disaggregation of Revenue [Line Items]
Revenues	197,407	221,748	170,492
Automotive, travel and transportation
Disaggregation of Revenue [Line Items]
Revenues	179,268	161,164	132,272
Retail and consumer
Disaggregation of Revenue [Line Items]
Revenues	$ 176,848	$ 236,731	$ 203,193

- Definition

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

+ References + Details

- Definition

+ References

+ Details

Stock-Based Compensation - Narrative (Details) - USD ($) $ / shares in Units, $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Common stock, shares reserved for future issuance (in shares)	77,304,732
Stock-based compensation income tax expense (benefit)	$ 20,900	$ 20,600	$ (800)
Options, intrinsic value	$ 9,200	29,600	$ 24,900
Options, weighted average grand date fair value (in USD per share)			$ 10.32
Time Vesting Shares
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting period	4 years
Contractual term	10 years
Company repurchase, exercisable period	48 months
Compensation costs not yet recognized	$ 3,000
Compensation costs, weighted average period of recognition	1 year 2 months 12 days
Time Vesting Shares \| Tranche One
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Performance vesting option	37.50%
Service period	18 months
Time Vesting Shares \| Tranche Two
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Performance vesting option	6.25%
Service period	3 months
Time Vesting Shares \| Tranche Three
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Performance vesting option	6.25%
Service period	3 months
Time Vesting Shares \| Tranche Four
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Performance vesting option	6.25%
Service period	3 months
Time Vesting Shares \| Tranche Five
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Performance vesting option	6.25%
Service period	3 months
Time Vesting Shares \| Tranche Six
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Performance vesting option	6.25%
Service period	3 months
Time Vesting Shares \| Tranche Seven
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Performance vesting option	6.25%
Service period	3 months
Time Vesting Shares \| Tranche Eight
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Performance vesting option	6.25%
Service period	3 months
Time Vesting Shares \| Tranche Nine
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Performance vesting option	6.25%
Service period	3 months
Time Vesting Shares \| Tranche Ten
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Performance vesting option	6.25%
Service period	3 months
Time Vesting Shares \| Tranche Eleven
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Performance vesting option	6.25%
Service period	3 months
Time Vesting Shares \| Vesting Upon Change Of Control
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Performance vesting option	100.00%
RSU's
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting period	4 years
Compensation costs not yet recognized	$ 99,700
Compensation costs, weighted average period of recognition	2 years 8 months 12 days
Compensation costs, (other than options) not yet recognized	$ 32,400	$ 189,600
Performance Shares
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Service period	3 years
Compensation costs, weighted average period of recognition	1 year 8 months 12 days
Compensation costs, (other than options) not yet recognized	$ 4,600

CONSOLIDATED STATEMENTS OF CHANGES IN REDEEMABLE CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS' EQUITY (DEFICIT) (Parenthetical) $ in Millions	12 Months Ended
	Dec. 31, 2021 USD ($)
Redeemable, convertible preferred stock, issuance costs	$ 11.8
IPO
Stock issuance costs	$ 30.3

Income Taxes (Tables)

12 Months Ended

Dec. 31, 2023

Income Tax Disclosure [Abstract]

Schedule of Income before Income Tax, Domestic and Foreign

(Loss)/income before provision for income taxes based on geographic location is as follows (in thousands):


	Year Ended December 31,
	2023		2022		2021
(Loss)/income before provision for income taxes:
United States	$	49	$	(48,578)	$	(27,630)
Foreign	(43,179)		(25,990)		43,795
Total	$	(43,130)	$	(74,568)	$	16,165

Schedule of Provision (Benefit) for Income Taxes

The provision/(benefit) for income taxes is as follows (in thousands):


	Year Ended December 31,
	2023		2022		2021
Current:
Federal	$	6,517	$	32,746	$	9,839
State	3,229		9,259		5,071
Foreign	24,136		8,245		24,199
Total current	33,882		50,250		39,109

Deferred:
Federal	(4,207)		(15,379)		(9,088)
State	(947)		(3,228)		(2,457)
Foreign	(3,197)		(818)		(10,824)
Total deferred	(8,351)		(19,425)		(22,369)
Total income tax expense	$	25,531	$	30,825	$	16,740

Schedule of Effective Income Tax Rate Reconciliation

A reconciliation of the Company’s provision for income taxes to income taxes computed at the U.S. federal statutory income tax rate of 21% is as follows (in thousands):


	Year Ended December 31,
	2023		2022		2021
Provision for income taxes at federal statutory rate	$	(9,058)	$	(15,659)	$	3,395
Increase/(decrease) in taxes resulting from:
Non deductible expenses	810		4,713		3,008
Research and development and foreign tax credits	(9,289)		(9,419)		(16,311)
Effect of foreign taxes and foreign exchange rates	1,102		81		5,695
GILTI and related international adjustments	1,667		12,528		8,972
§162(m) limitation on executive compensation	1,146		2,759		7,396
Stock compensation excess tax deficiencies/(benefits)	16,747		2,739		(8,206)
China non-deductible stock compensation expense	2,916		15,329		—
US state income taxes, net of federal tax benefit	673		3,811		1,072
Change in deferred tax valuation allowance	18,005		11,919		10,060

U.K. rate change	513		(313)		855
Adjustments of prior year estimates and other	(3,152)		(1,044)		(2,330)
Adjustments associated with income tax uncertainties	3,451		3,381		3,134
Total income tax expense	$	25,531	$	30,825	$	16,740

Schedule of Deferred Tax Assets and Liabilities

Deferred Income Taxes

The components of the Company’s deferred tax assets and liabilities include the following (in thousands):


	As of December 31,
	2023		2022
Deferred tax assets:
Accrued expenses	$	36,129	$	23,572
Goodwill	379		850
Net operating loss carryforwards	40,632		20,409
Research and development and foreign tax credit carryforwards	1,423		1,350
Allowance for doubtful accounts	2,606		2,772
Fixed assets	2,519		2,526
Stock-based compensation	10,222		22,533
Business interest	11,898		9,685
Other assets	2,128		4,790
Total deferred tax assets	107,936		88,487
Total valuation allowance	(47,625)		(28,510)
Total deferred tax assets	$	60,311	$	59,977


	As of December 31,
	2023		2022
Deferred tax liabilities:
Unremitted earnings of subsidiaries and unrealized translation gains	$	(2,634)	$	(2,793)
Prepaid expenses	(3,652)		(3,545)
Fixed assets	(362)		(649)
Deferred revenue	(445)		(460)
Customer relationships	(30,693)		(32,844)
Trademark	(73,028)		(73,028)
Internally developed software	(1,415)		(1,565)
Other liabilities	(378)		(192)
Total deferred tax liabilities	(112,607)		(115,076)
Total deferred tax liabilities, net	$	(52,296)	$	(55,099)

Schedule of Unrecognized Tax Benefits Roll Forward

A reconciliation of the beginning and ending amounts of unrecognized tax benefits is as follows (in thousands):


	Year Ended December 31,
	2023		2022		2021
Balance, beginning of year	$	14,990	$	11,609	$	8,123
Additions for tax positions related to the current year	1,025		—		2,068
Additions for tax positions related to prior years	7,388		3,424		1,923
Reductions for tax positions related to prior years	(23)		(43)		(505)
Statute of limitations expirations	(1,520)		—		—
Settlements with tax authorities	(3,419)		—		—
Balance, end of year	$	18,441	$	14,990	$	11,609

Income Taxes - Narrative (Details) - USD ($) $ in Thousands	12 Months Ended
Income Taxes - Narrative (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Investments, Owned, Federal Income Tax Note [Line Items]
Valuation allowance	$ 47,625	$ 28,510
Deferred tax liability, foreign withholding taxes	1,800	2,100
Foreign currency translation on previously-taxed earnings	1,500	3,300
Unrecognized tax benefits that would impact effective tax rate	17,800	14,500	$ 11,300
Unrecognized tax benefits, income tax penalties and interest expense (benefit)	700	400	300
Unrecognized tax benefits, income tax penalties and interest accrued	2,700	2,000	$ 1,600
Separate U.S. federal net operating loss carryforwards and federal limitation of business interest
Investments, Owned, Federal Income Tax Note [Line Items]
Valuation allowance	16,400	13,100
Certain foreign tax credits
Investments, Owned, Federal Income Tax Note [Line Items]
Valuation allowance	1,000	1,000
Foreign tax authority
Investments, Owned, Federal Income Tax Note [Line Items]
Valuation allowance	30,300	14,500
Net operating loss carryforward benefits	146,000	68,200
Domestic tax authority
Investments, Owned, Federal Income Tax Note [Line Items]
Net operating loss carryforward benefits	21,600	14,100
State and local jurisdiction
Investments, Owned, Federal Income Tax Note [Line Items]
Net operating loss carryforward benefits	$ 100	$ 100
State and local jurisdiction \| Minimum
Investments, Owned, Federal Income Tax Note [Line Items]
Operating loss carryforward, expiration period	10 years
State and local jurisdiction \| Maximum
Investments, Owned, Federal Income Tax Note [Line Items]
Operating loss carryforward, expiration period	20 years

Income Taxes - Schedule of Income Tax Provision (Benefit) (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Current:
Federal	$ 6,517	$ 32,746	$ 9,839
State	3,229	9,259	5,071
Foreign	24,136	8,245	24,199
Total current	33,882	50,250	39,109
Deferred:
Federal	(4,207)	(15,379)	(9,088)
State	(947)	(3,228)	(2,457)
Foreign	(3,197)	(818)	(10,824)
Total deferred	(8,351)	(19,425)	(22,369)
Income tax expense	$ 25,531	$ 30,825	$ 16,740

Credit Agreements

12 Months Ended

Dec. 31, 2023

Debt Disclosure [Abstract]

Credit Agreements

The Company entered into a Senior Secured Credit Facilities (the “Term Loan”), dated October 12, 2017, most recently amended as of May 18, 2023, among the Company, the syndicate lenders thereto and Credit Suisse, AG, Cayman Islands Branch, as administrative agent, to finance, in part, the acquisition of all of the outstanding common stock of the Company. The Term Loan and the Revolver, together with any subsequent amendments, are collectively referred to as the Credit Agreement.

On March 26, 2021, the Company amended and restated its credit agreement (the “Amendment and Restatement”) to increase the term loan facility to a total of $715.0 million. Also, as part of the facility, the aggregate revolving credit facility was increased from $85.0 million to $165.0 million.

On December 9, 2022, the Company amended and restated its credit agreement (the “Second Amendment and Restatement”) to (i) increase the amount of revolving credit commitments from $165.0 million to $300.0 million and (ii) transition the reference rate for the revolving borrowings under the Credit Agreement from LIBOR to SOFR and amend the applicable margins as specified therein.

On May 18, 2023, the Company amended and restated its credit agreement (the “Third Amendment and Restatement”) to transition the reference rate for the Term Loan borrowings under the Credit Agreement from LIBOR to SOFR.

Borrowings under the Term Loan bear interest at a rate per annum equal to an applicable margin based on the Company’s leverage ratio, plus either (a) a base rate or (b) the SOFR rate, at the Company's option, subject to interest rate floors.

Borrowings under the Revolver bear interest at a rate per annum equal to an applicable margin based on the Company’s leverage ratio, plus either (a) a base rate or (b) the SOFR rate at the Company's option. In addition to paying interest on outstanding borrowings under the Revolver, the Company is required to pay a commitment fee to the lenders under the Revolver in respect of unutilized commitments thereunder and customary letter of credit fees.

All obligations of the Company under the Senior Secured Credit Facilities provided by any lender party to the Senior Secured Credit Facilities or any of its affiliates and certain other persons are unconditionally guaranteed by a wholly owned subsidiary of Thoughtworks Holding, Inc., and each existing and subsequently acquired or organized direct or indirect wholly owned domestic restricted subsidiary of the Company, with customary exceptions including, among other things, where providing such guarantees is not permitted by law, regulation or contract or would result in material adverse tax consequences. All obligations under the Senior Secured Credit Facilities provided by any lender party to the Senior Secured Credit Facilities or any of its affiliates and certain other persons, and the guarantees of such obligations, are secured, subject to permitted liens and other exceptions, as outlined in the Senior Secured Credit Facilities.

The Term Loans and borrowings under our Revolver contain a number of financial and non-financial covenants that, among other things, restrict, subject to certain exceptions, the Company’s ability and the ability of the Company’s restricted subsidiaries to engage in certain activities, such as incur indebtedness or permit to exist any lien on any property or asset now owned or hereafter acquired, as specified in the debt facility.

The Credit Agreement requires compliance with certain covenants customary for agreements of this type. As of December 31, 2023, the Company was in compliance with its debt covenants.

The Company incurred and capitalized deferred financing fees, or third-party debt issuance costs, of $0.1 million and $3.6 million related to the restated credit agreement for the years ended December 31, 2023 and 2022, respectively. The debt issuance costs are recorded as reductions of the outstanding long-term indebtedness. The Term Loan is paid in equal quarterly installments in aggregate annual amounts equal to 1% of the original principal amount of the Term Loan.

On February 24, 2023, the Company made a voluntary prepayment of $100.0 million on outstanding amounts owed on the Term Loan. As a result of the prepayment, the Company wrote off $0.9 million of deferred financing fees, which is reflected in other (expense) income, net in the consolidated statements of loss and comprehensive loss for the year ended December 31, 2023.

The following table presents the Company's outstanding debt and borrowing capacity (in thousands):


	As of December 31,
	2023			2022
Availability under revolving credit facility (due March 26, 2026)	$	300,000		$	300,000
Borrowings under revolving credit facility	—			—
Long-term debt (due March 24, 2028), including current portion (1)	293,185			399,006
Interest rate	8.0		%	6.9		%

(1)The balance includes deferred financing fees. A reconciliation of gross to net amounts is presented below.

The carrying value of the Company’s credit facilities (including current maturities) is as follows (in thousands):


	As of December 31,
	2023		2022
Long-term debt, less current portion	$	288,188	$	395,338
Capitalized deferred financing fees	(2,153)		(3,482)
Long-term debt	286,035		391,856
Current portion of long-term debt	7,150		7,150
Total debt carrying value	$	293,185	$	399,006

As of December 31, 2023, the Company’s future principal cash payments for the Term Loan are as follows (in thousands):


	Total
2024	$	7,150
2025	7,150
2026	7,150
2027	7,150
2028	266,738
Total future principal cash payments	$	295,338

- Definition

The entire disclosure for information about short-term and long-term debt arrangements, which includes amounts of borrowings under each line of credit, note payable, commercial paper issue, bonds indenture, debenture issue, own-share lending arrangements and any other contractual agreement to repay funds, and about the underlying arrangements, rationale for a classification as long-term, including repayment terms, interest rates, collateral provided, restrictions on use of assets and activities, whether or not in compliance with debt covenants, and other matters important to users of the financial statements, such as the effects of refinancing and noncompliance with debt covenants.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1B
-Subparagraph (h)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1B

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

Reference 3: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 470
-Name Accounting Standards Codification
-Publisher FASB
-URI https://asc.fasb.org//470/tableOfContent

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1B
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+ Details

Income Taxes - Schedule of Income (Loss) Before Income Tax Provision by Geographical Location (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Income Tax Disclosure [Abstract]
United States	$ 49	$ (48,578)	$ (27,630)
Foreign	(43,179)	(25,990)	43,795
(Loss) income before income taxes	$ (43,130)	$ (74,568)	$ 16,165

- 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.

+ References

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+ Details

Restructuring Actions (Tables)

12 Months Ended

Dec. 31, 2023

Restructuring and Related Activities [Abstract]

Schedule of Restructuring

The table below summarizes the activities related to the restructuring for the year ended December 31, 2023 (in thousands):



	Wage-related expenses		Non-wage related expenses		Total
Liability as of December 31, 2022	$	—	$	—	$	—
Charges	17,244		1,700		18,944
Payments	(13,913)		(684)		(14,597)
Non-cash items (1)	(197)		(647)		(844)
Liability as of December 31, 2023	$	3,134	$	369	$	3,503

(1)Wage-related expenses includes stock-based compensation expense. Non-wage related expenses includes charges related to reducing leased office space.

Income Taxes - Schedule of Unrecognized Tax Benefits (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward]
Balance, beginning of year	$ 14,990	$ 11,609	$ 8,123
Additions for tax positions related to the current year	1,025	0	2,068
Additions for tax positions related to prior years	7,388	3,424	1,923
Reductions for tax positions related to prior years	(23)	(43)	(505)
Statute of limitations expirations	(1,520)	0	0
Settlements with tax authorities	(3,419)	0	0
Balance, end of year	$ 18,441	$ 14,990	$ 11,609

Leases - Narrative (Details) - USD ($) $ in Millions	12 Months Ended
Leases - Narrative (Details) - USD ($) $ in Millions	Dec. 31, 2021	Dec. 31, 2023
Lessee, Lease, Description [Line Items]
Operating lease not yet commenced		$ 2.7
Operating leases, rent expense	$ 19.4
Maximum
Lessee, Lease, Description [Line Items]
Operating lease not yet commenced, term of contract		6 years
Minimum
Lessee, Lease, Description [Line Items]
Operating lease not yet commenced, term of contract		5 years

Credit Agreements (Tables)

12 Months Ended

Dec. 31, 2023

Debt Disclosure [Abstract]

Schedule of Credit Facilities

The following table presents the Company's outstanding debt and borrowing capacity (in thousands):


	As of December 31,
	2023			2022
Availability under revolving credit facility (due March 26, 2026)	$	300,000		$	300,000
Borrowings under revolving credit facility	—			—
Long-term debt (due March 24, 2028), including current portion (1)	293,185			399,006
Interest rate	8.0		%	6.9		%

(1)The balance includes deferred financing fees. A reconciliation of gross to net amounts is presented below.

The carrying value of the Company’s credit facilities (including current maturities) is as follows (in thousands):


	As of December 31,
	2023		2022
Long-term debt, less current portion	$	288,188	$	395,338
Capitalized deferred financing fees	(2,153)		(3,482)
Long-term debt	286,035		391,856
Current portion of long-term debt	7,150		7,150
Total debt carrying value	$	293,185	$	399,006

Schedule of Future Cash Payments For Term Loan

As of December 31, 2023, the Company’s future principal cash payments for the Term Loan are as follows (in thousands):


	Total
2024	$	7,150
2025	7,150
2026	7,150
2027	7,150
2028	266,738
Total future principal cash payments	$	295,338

- 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.

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+ Details

Leases - Schedule of Operating Lease Liability Maturity (Details) $ in Thousands	Dec. 31, 2023 USD ($)
Leases [Abstract]
2024	$ 17,411
2025	12,123
2026	8,094
2027	4,377
2028	2,736
Thereafter	5,908
Total lease payments	50,649
Less: imputed interest	5,567
Present value of lease liabilities	$ 45,082

Stock-Based Compensation - Schedule of Valuation Assumptions (Details) - Employee stock options, RSUs and performance stock units ("PSUs")	12 Months Ended
	Dec. 31, 2021
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Risk-free interest rate	0.10%
Dividend yield	0.00%
Expected volatility	55.00%
Expected term (years)	1 year

- Definition

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

+ References

+ Details

Goodwill and Other Intangible Assets - Schedule of Goodwill (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Goodwill [Roll Forward]
Beginning balance	$ 405,017	$ 346,719
Additions due to acquisitions	13,766	71,700
Changes due to exchange rates	5,782	(13,402)
Ending balance	$ 424,565	$ 405,017

- 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.

+ References + Details

Leases (Tables)

12 Months Ended

Dec. 31, 2023

Leases [Abstract]

Lease, Cost

The following table presents total lease cost (in thousands):


	Year Ended December 31,
	2023		2022
Operating lease cost	$	21,275	$	19,818
Variable lease cost	4,026		2,908
Short-term lease cost	621		614
Total lease cost	$	25,922	$	23,340

The following table presents supplemental cash flow information (in thousands):


	Year Ended December 31,
	2023		2022
Cash paid for amounts included in the measurement of operating lease liabilities	$	21,466	$	19,779
ROU assets obtained in exchange for new operating lease liabilities	$	16,344	$	21,819
Non-cash net decrease due to lease modifications:
Operating lease ROU assets	$	(2,326)	$	—
Operating lease liabilities	$	(1,850)	$	—

The following table presents average lease terms and discount rates:


	As of December 31,
	2023		2022
Weighted-average remaining operating lease term (years)	4.2		4.7
Weighted average operating lease discount rate	5.9	%	5.3	%

Schedule of Future Lease Payments

As of December 31, 2023, the aggregate future lease payments under all operating leases are as follows (in thousands):


	Operating
2024	$	17,411
2025	12,123
2026	8,094
2027	4,377
2028	2,736
Thereafter	5,908
Total lease payments	50,649
Less: imputed interest	5,567
Present value of lease liabilities	$	45,082

Revenue Recognition - Narrative (Details) $ in Millions	12 Months Ended
Revenue Recognition - Narrative (Details) $ in Millions	Dec. 31, 2023 USD ($) industryVertical	Dec. 31, 2022 USD ($)
Revenue from Contract with Customer [Abstract]
Number of industry verticals \| industryVertical	5
Revenue recognized \| $	$ 5.0	$ 13.7