8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(D)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): May 11, 2022

KLDiscovery Inc.

(Exact name of registrant as specified in its charter)

Delaware	001-38789	61-1898603
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

8201 Greensboro Dr. Suite 300 McLean, VA	22102
(Address of principal executive offices)	(Zip Code)

(703) 288-3380

(Registrant’s telephone number, including area code)

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
N/A	N/A	N/A

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒ 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02 Results of Operations and Financial Condition

On May 11, 2022, KLDiscovery Inc. (“KLDiscovery” or the “Company”) issued a press release reporting its financial results for the three months ended March 31, 2022. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K. The information furnished with this Item 2.02, including Exhibit 99.1, shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, except as expressly set forth by specific reference in such a filing.

Forward Looking Statements

This Current Report on Form 8-K includes “forward looking statements” within the meaning of the “safe harbor” provisions of the United States Private Securities Litigation Reform Act of 1995. All statements contained in this current report on Form 8-K other than statements of historical facts, including, without limitation, statements regarding KLDiscovery’s future financial and business performance, attractiveness of KLDiscovery’s product offerings and platform and the value proposition of KLDiscovery’s products, are forward-looking statements. When used in this current report on Form 8-K, the words “estimates,” “projected,” “expects,” “anticipates,” “forecasts,” “plans,” “intends,” “believes,” “seeks,” “may,” “will,” “should,” “future,” “propose” and variations of these words or similar expressions (or the negative versions of such words or expressions) are intended to identify forward-looking statements.

These forward-looking statements are not guarantees of future performance, conditions or results, and involve a number of known and unknown risks, uncertainties, assumptions and other important factors, many of which are outside KLDiscovery’s management’s control, that could cause actual results or outcomes to differ materially from those discussed in the forward-looking statements. Important factors, among others, that may affect actual results or outcomes include: the ongoing impact of the COVID-19 pandemic; KLDiscovery’s ability to execute on its plans to develop and market new products, such as Nebula, and the timing of these development programs; KLDiscovery’s estimates of the size of the markets for its solutions; the rate and degree of market acceptance of KLDiscovery’s solutions; the success of other competing technologies that may become available; KLDiscovery’s ability to identify and integrate acquisitions; the performance and security of KLDiscovery’s services; potential litigation involving KLDiscovery; general economic conditions and cyclical nature of certain markets impacting demand for KLDiscovery’s services; KLDiscovery’s substantial levels of indebtedness; changes in complex laws and regulations in the U.S. and internationally; and volatility in the trading price of KLDiscovery common stock and warrants.

These risks and other factors discussed in the “Risk Factors” section of KLDiscovery’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021, filed with the Securities Exchange Commission (“SEC”) on March 17, 2022, and any other reports KLDiscovery files with the SEC could cause actual results to differ materially from those expressed or implied by forward-looking statements made by KLDiscovery or on our behalf.

Given these risks and uncertainties, investors should not place undue reliance on forward-looking statements as a prediction of actual results. All statements speak only as of the date made, and unless legally required, KLDiscovery undertakes no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.	Description
99.1	KLDiscovery Press Release, dated May 11, 2022.
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	KLDiscovery Inc.
Date: May 11, 2022	By:	/s/ Christopher J. Weiler
	Name:	Christopher J. Weiler
	Title:	Chief Executive Officer

EX-99.1

Exhibit 99.1

KLDiscovery Inc. Announces First Quarter 2022 Financial Results

Total revenue second highest quarter in company history; 9% Revenue Growth, and Strong Nebula Adoption for the quarter versus Q1 2021

McLEAN, Va.—May 11, 2022 — KLDiscovery Inc. (“KLDiscovery” or the “Company”), a leading global provider of electronic discovery, information governance and data recovery technology solutions, announced today that revenue for the first quarter ended March 31, 2022 was $81.9 million versus $75.5 million in the first quarter of 2021, a 9% increase year-over-year. Net loss for the first quarter of 2022 was $(9.6) million compared to $(14.9) million in the first quarter of 2021, an improvement of 36%. The first quarter of 2021 included a $7.2 million loss on debt extinguishment in connection with the retirement of our first lien debt that did not recur in the first quarter of 2022.

EBITDA¹ for the first quarter of 2022 was $11.3 million versus $15.1 million in the first quarter of 2021. Adjusted EBITDA¹ (which excludes stock-based compensation, acquisition financing and transaction costs and other items as described below) for the first quarter of 2022 was $14.1 million compared to $15.4 million in the first quarter of 2021, reflecting planned investments in research and development and sales and marketing.

“The first quarter of 2022 was an excellent quarter for KLDiscovery,” said Christopher Weiler, CEO of KLDiscovery Inc. “We continued our streak of 4 consecutive strong quarters of revenue with the first quarter of 2022 delivering $81.9 million of revenue, a 9% increase year-over-year. Our net loss improved by 36% year-over-year even as we continue our investment in research and development. Our Nebula platform continued to gain significant traction as the number of Nebula clients and Nebula matters in Q1 2022 vs. Q1 2021 increased by 31% and 24% respectively.²”

Mr. Weiler continued, “Our financial performance in the first quarter was strong and I am very pleased with the growth of Nebula as we continue to remain focused on what we can control in difficult macro-economic conditions. We continue to deliver world-class customer service to our clients combined with our fully integrated solution of full-stack AI and ML powered technology.”

Non-GAAP measure. See “Non-GAAP Financial Measures” below for additional information.

See “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Quarterly Report on Form 10-Q for the first quarter of 2022 for information regarding how we calculate the number of Nebula clients and matters.

2021-2022 Quarterly Results
(in millions except per share data)
	2021 (unaudited)												2022 (unaudited)
	Q1			Q2			Q3			Q4			Q1
Revenue		75.5			81.7			81.1			82.3			81.9
Net loss		(14.9	)		(8.9	)		(29.5	)		(7.3	)		(9.6	)
Net loss per share (basic and diluted)	$	(0.35	)	$	(0.21	)	$	(0.69	)	$	(0.17	)	$	(0.22	)
Weighted average outstanding shares (basic and diluted)		42.6			42.6			42.6			42.7			42.7
EBITDA (Non-GAAP)		15.1			13.7			14.7			13.8			11.3
Adjusted EBITDA (Non-GAAP)		15.4			17.7			16.8			15.3			14.1

Earnings Conference Call

Management will conduct a conference call at 8:30 AM ET on Thursday, May 12, 2022 to discuss financial results for the first quarter of 2022. The audio portion of the conference call will be broadcast live over the Internet in the Investors section of KLDiscovery's website https://investors.kldiscovery.com.

To join the conference call by telephone, please register via the following link:

https://conferencingportals.com/event/OpzKpVWo

Once registered, you will receive an email with Direct Entry and Registrant ID along with dial-in details. An audio recording of the conference call will be available for replay shortly after the call's completion and will remain available for two weeks following the call. To access the recorded conference call, please dial (800) 770-2030 (from the U.S. and Canada) or (647) 362-9199 (from all other countries) using access code 55139 or visit the Investors section of the KLD website.

KLDiscovery Inc.
Condensed Consolidated Statements of Comprehensive Loss
(in thousands, except share and per share amounts)
	Three Months Ended March 31,
	2022			2021
	(unaudited)
Revenues	$	81,898		$	75,450
Cost of revenues		43,272			37,422
Gross profit		38,626			38,028
Operating expenses
General and administrative		16,525			15,440
Research and development		3,068			2,171
Sales and marketing		10,844			9,457
Depreciation and amortization		4,914			7,641
Total operating expenses		35,351			34,709
Income from operations		3,275			3,319
Other expenses
Other expense		—			14
Change in fair value of Private Warrants		(191	)		(1,969	)
Interest expense		12,691			12,257
Loss on debt extinguishment		—			7,257
Loss before income taxes		(9,225	)		(14,240	)
Income tax provision		355			616
Net loss	$	(9,580	)	$	(14,856	)
Other comprehensive loss, net of tax
Foreign currency translation		(2,140	)		(2,462	)
Total other comprehensive loss, net of tax		(2,140	)		(2,462	)
Comprehensive loss	$	(11,720	)	$	(17,318	)
Net loss per share - basic and diluted	$	(0.22	)	$	(0.35	)
Weighted average shares outstanding - basic and diluted		42,686,216			42,532,915

• In Q1 2021, the Company determined that the 6,350,000 private warrants issued in connection with the consummation of the business combination in December 2019 between Pivotal Acquisition Corp. and LD Topco, Inc. (the “Business Combination”) which were originally accounted for using equity accounting, should be accounted for using liability accounting in accordance with Accounting Standard Codification ASC 815-40, Derivatives and Hedging: Contracts on an Entity's Own Equity. The Company corrected this error in Q1 2021 and now measures these warrant liabilities at fair value on a recurring basis, with changes in fair value presented within change in fair value of private warrants in the Condensed Consolidated Statement of Comprehensive Loss.

• In Q4 2021, the Company adopted Accounting Standards Update (“ASU”) No. 2018-15, Intangibles - Goodwill and Other - Internal-Use Software (Subtopic 350-40): Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract. As a result, the amortization costs for capitalized implementation costs related to cloud computing arrangements are now included in general and administrative expense in the Company's Consolidated Statement of Comprehensive Loss and totaled $0.4 million in Q1 2022. In Q1 2021 these costs were included in depreciation and amortization expense in the Company's Condensed Consolidated Statement of Comprehensive Income and totaled $0.2 million.

Set forth below is a reconciliation of EBITDA and Adjusted EBITDA, non-GAAP measures, to net (loss), the most directly comparable GAAP measure. See “Non-GAAP Financial Measures” below for additional information on these measures, including why we believe they are useful to investors and certain limitations thereof.

Reconciliation of Non-GAAP Financial Matters
(In thousands)
(Unaudited)
	Three Months Ended March 31,
	2022			2021
Net loss	$	(9,580	)	$	(14,856	)
Interest expense		12,691			12,257
Income tax provision		355			616
Extinguishment of debt		—			7,257
Depreciation and amortization expense		7,850			9,816
EBITDA	$	11,316		$	15,090
Acquisition, financing and transaction costs		1,364			782
Stock compensation and other		1,118			1,034
Change in fair value of Private Warrants		(191	)		(1,969	)
Restructuring costs		57			4
Systems establishment		394			427
Adjusted EBITDA	$	14,058		$	15,368

Note:

• Acquisition, financing and transaction costs include earnout payments, rating agency, letter of credit and revolving facility fees, and transaction costs relating to the Business Combination.

• Stock compensation & other includes expenses related to the Company’s stock compensation plan, business insurance and other expenses.

• Change in fair value of warrants relates to changes in the fair market value of the private warrants issued in conjunction with the Business Combination.

• Restructuring costs include severance payments, recruiting fees and retention charges.

• Systems establishment costs include expenses related to IT infrastructure build-out, system automation and ERP implementation.

KLDiscovery Inc.
Condensed Consolidated Balance Sheets
(in thousands, except share and per share data)
	March 31, 2022			December 31, 2021
	(unaudited)
Current assets
Cash and cash equivalents	$	38,403		$	46,468
Accounts receivable, net of allowance
for doubtful accounts of $8,573 and $9,774, respectively		98,950			93,273
Prepaid expenses		15,678			9,669
Other current assets		1,070			1,133
Total current assets		154,101			150,543
Property and equipment
Computer software and hardware		72,719			73,677
Leasehold improvements		26,564			26,796
Furniture, fixtures and other equipment		2,819			3,064
Accumulated depreciation		(82,066	)		(81,261	)
Property and equipment, net		20,036			22,276
Intangible assets, net		56,245			59,291
Goodwill		394,226			395,759
Other assets		8,395			8,535
Total assets	$	633,003		$	636,404
Current liabilities
Current portion of long-term debt, net	$	3,000		$	3,000
Accounts payable and accrued expense		32,828			27,067
Current portion of contingent consideration		655			646
Deferred revenue		3,497			4,800
Total current liabilities		39,980			35,513
Long-term debt, net		510,301			507,706
Deferred tax liabilities		6,957			6,772
Other liabilities		8,533			8,559
Total liabilities		565,771			558,550
Commitments and contingencies
Stockholders' equity
Common stock
$0.0001 par value,  200,000,000 shares authorized, 42,701,216 and 42,684,549 issued and outstanding as of March 31, 2022 and December 31, 2021, respectively		4			4
Preferred Stock
$0.0001 par value, 1,000,000 shares authorized, zero issued and outstanding as of March 31, 2022 and December 31, 2021, respectively		—			—
Additional paid-in capital		387,126			386,028
Accumulated deficit		(325,547	)		(315,967	)
Accumulated other comprehensive income		5,649			7,789
Total stockholders' equity		67,232			77,854
Total liabilities and stockholders' equity	$	633,003		$	636,404

KLDiscovery Inc.
Condensed Consolidated Statements of Cash Flows
(in thousands)
	For The Three Months Ended March 31,
	2022			2021
	(unaudited)
Operating activities
Net loss	$	(9,580	)	$	(14,856	)
Adjustments to reconcile net loss to net cash used in operating    activities:
Depreciation and amortization		7,850			9,816
Non-cash interest		4,860			4,815
Loss on extinguishment of debt		—			7,257
Stock-based compensation		1,062			978
Provision for losses on accounts receivable		827			972
Deferred income taxes		185			342
Change in fair value of contingent consideration		9			19
Change in fair value of Private Warrants		(191	)		(1,969	)
Changes in operating assets and liabilities:
Accounts receivable		(6,822	)		(680	)
Prepaid expenses and other assets		(6,190	)		(5,087	)
Accounts payable and accrued expenses		5,631			(2,986	)
Deferred revenue		(1,287	)		(1,436	)
Net cash provided by operating activities		(3,646	)		(2,815	)
Investing activities
Purchases of property and equipment		(2,968	)		(3,088	)
Net cash used in investing activities		(2,968	)		(3,088	)
Financing activities
Proceeds for exercise of stock options		—			34
Payments for capital lease obligations		(531	)		(285	)
Debt acquisition costs		—			(2,031	)
Proceeds long-term debt, net of original issue discount		—			294,000
Retirement of debt		—			(289,000	)
Payments on long-term debt		(750	)		—
Net cash (used in) provided by financing activities		(1,281	)		2,718
Effect of foreign exchange rates		(170	)		(208	)
Net decrease in cash		(8,065	)		(3,393	)
Cash at beginning of period		46,468			51,201
Cash at end of period	$	38,403		$	47,808
Supplemental disclosure:
Cash paid for interest	$	7,876		$	12,232
Net income taxes paid (refunded)	$	60		$	(591	)
Significant non-cash investing and financing activities
Purchases of property and equipment in accounts payable    and accrued expenses on the consolidated balance sheets	$	1		$	682

Investor Contact:

Dawn Wilson

(703) 520-1498

dawn.wilson@kldiscovery.com

Media Contact:
Krystina Jones
(888) 811-3789
krystina.jones@kldiscovery.com

About KLDiscovery

KLDiscovery provides technology solutions to help law firms, corporations, insurance companies and individuals solve complex data challenges.With 31 locations, 9 data centers and 17 data recovery labs across 19 countries, KLDiscovery is a global leader in delivering best-in-class eDiscovery, information governance and data recovery solutions to support the litigation, regulatory compliance, internal investigation and data recovery and management needs of our clients. Serving clients for over 30 years, KLDiscovery offers data collection and forensic investigation, early case assessment, electronic discovery and data processing, application software and data hosting for web-based document reviews, and managed document review services. In addition, through its global Ontrack Data Recovery business, KLDiscovery delivers world-class data recovery, email extraction and restoration, data destruction and tape management. KLDiscovery has been recognized as one of the fastest growing companies in North America by both Inc. Magazine (Inc. 5000) and Deloitte (Deloitte's Technology Fast 500) and CEO Chris Weiler was recognized as a 2014 Ernst & Young Entrepreneur of the Year™. Additionally, KLDiscovery is a Relativity Certified Partner and maintains ISO/IEC 27001 Certified data centers around the world. For more information, please email info@kldiscovery.com or visit https://investors.kldiscovery.com.

This press release includes “forward looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, Section 21E of the Securities Exchange Act of 1934 and the United States Private Securities Litigation Reform Act of 1995. All statements contained in this press release other than statements of historical facts, including, without limitation, statements regarding KLDiscovery’s expectations regarding Nebula platform revenue growth are forward-looking statements. When used in this press release, the words “estimates,” “projected,” “expects,” “anticipates,” “forecasts,” “plans,” “intends,” “believes,” “seeks,” “may,” “will,” “should,” “future,” “propose” and variations of these words or similar expressions (or the negative versions of such words or expressions) are intended to identify forward-looking statements.

These forward-looking statements are not guarantees of future performance, conditions or results, and involve a number of known and unknown risks, uncertainties, assumptions and other important factors, many of which are outside KLDiscovery’s management’s control, that could cause actual results or outcomes to differ materially from those discussed in the forward-looking statements. Important factors, among others, that may affect actual results or outcomes include: KLDiscovery’s potential failure to comply with privacy and information security regulations governing the client datasets it processes and stores; the outbreak of disease or similar public health threat, such as COVID-19; KLDiscovery’s ability to operate in highly competitive markets, and potential adverse effects of this competition; risk of decreased revenues if KLDiscovery does not adapt its pricing models; KLDiscovery’s ability to develop and successfully grow revenues from new products such as Nebula; the ability to deliver products and services following a disaster or business continuity event; potential disruption of KLDiscovery’s products, offerings, website and networks; the ability to attract, motivate and retain qualified employees, including members of KLDiscovery’s senior management team; the ability to maintain a high level of client service and expand operations; potential issues with KLDiscovery’s product offerings that could cause legal exposure, reputational damage and an inability to deliver services; KLDiscovery’s ability to develop new products, improve existing products and adapt its business model to keep pace with industry trends; risk that KLDiscovery’s products and services fail to interoperate with third-party systems; potential unavailability of third-party technology that KLDiscovery uses in its products and services; difficulties resulting from KLDiscovery’s implementation of new consolidated business systems; the ability to comply with various trade restrictions, such as sanctions and export controls, resulting from KLDiscovery’s international operations; potential intellectual property infringement claims; and KLDiscovery’s substantial indebtedness. These risks and other factors discussed in the “Risk Factors” section of KLDiscovery’s Annual Report on Form 10-K filed with the Securities Exchange Commission (“SEC”) and any other reports KLDiscovery files with the SEC could cause actual results to differ materially from those expressed or implied by forward-looking statements made by KLDiscovery or on our behalf.

Given these risks and uncertainties, investors should not place undue reliance on forward-looking statements as a prediction of actual results. All statements speak only as of the date made, and unless legally required, KLDiscovery undertakes no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise.

Non-GAAP Financial Measures

We prepare financial statements in accordance with U.S. GAAP. We also disclose and discuss other non-U.S. GAAP financial measures such as EBITDA and adjusted EBITDA. Our management believes that these measures are relevant and provide useful supplemental information to investors by providing a baseline for evaluating and comparing our operating performance against that of other companies in our industry.

Our management believes EBITDA and Adjusted EBITDA reflect our ongoing operating performance because the isolation of non-cash charges, such as amortization and depreciation, and other items, such as interest, income taxes, equity compensation, acquisition, financing and transaction costs, restructuring costs, and systems establishment costs which are incurred outside the ordinary course of our business, provides information about our cost structure and helps us to track our operating progress. We encourage investors and potential investors to carefully review our U.S. GAAP financial measures and compare them with our EBITDA and adjusted EBITDA. The non-U.S. GAAP financial measures that we use may not be comparable to similarly titled measures reported by other companies and in the future, we may disclose different non-U.S. GAAP financial measures in order to help our investors meaningfully evaluate and compare our results of operations to our previously reported results of operations or to those of other companies in our industry.

EBITDA and Adjusted EBITDA

We define EBITDA as net income (loss) plus interest (income) expense, income tax expense (benefit), extinguishment of debt, impairment losses, and depreciation and amortization. We view adjusted EBITDA as an operating performance measure and as such, we believe that the most directly comparable U.S. GAAP financial measure is net loss. In calculating adjusted EBITDA, we exclude from net loss certain items that we believe are not reflective of our ongoing business as the exclusion of these items allows us to provide additional analysis of the financial components of the day-to-day operation of our business. We have outlined below the type and scope of these exclusions:

• Acquisition, financing and transaction costs generally represent earn-out payments, rating agency fees and letter of credit and revolving facility fees, as well as professional service fees and direct expenses related to acquisitions. Because we do not acquire businesses on a predictable cycle, we do not consider the amount of acquisition- and integration-related costs to be a representative component of the day-to-day operating performance of our business.

• Stock compensation and other primarily represent portions of compensation paid to our employees and executives through stock-based instruments. Determining the fair value of the stock-based instruments involves a high degree of judgment and estimation and the expenses recorded may not align with the actual value realized upon the future exercise or termination of the related stock-based awards. Additionally, stock compensation is a non-cash expense. Therefore, we believe it is useful to exclude stock-based compensation to better understand the long-term performance of our core business.

• Change in fair value of Private Warrants relates to changes in the fair market value of the Private Warrants issued in conjunction with the Business Combination. We do not consider the amount to be representative of a component of the day-to-day operating performance of our business.

• Restructuring costs generally represent non-ordinary course costs incurred in connection with a change in a contract or a change in the makeup of our personnel often related to an acquisition, such as severance payments, recruiting fees and retention charges. We do not consider the amount of restructuring costs to be a representative component of the day-to-day operating performance of our business.

• Systems establishment costs relate to non-ordinary course expenses incurred to develop our IT infrastructure, including system automation and enterprise resource planning system implementation. We do not consider the amount to be representative of a component of the day-to-day operating performance of our business.

XML

Document and Entity Information	May 11, 2022
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	May 11, 2022
Entity Registrant Name	KLDiscovery Inc.
Entity Central Index Key	0001752474
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity File Number	001-38789
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	61-1898603
Entity Address, Address Line One	8201 Greensboro Dr.
Entity Address, Address Line Two	Suite 300
Entity Address, City or Town	McLean
Entity Address, State or Province	VA
Entity Address, Postal Zip Code	22102
City Area Code	703
Local Phone Number	288-3380
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false