Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Mar. 10, 2023 | Jun. 30, 2022 | |
Document Information [Line Items] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Period End Date | Dec. 31, 2022 | ||
Document Fiscal Year Focus | 2022 | ||
Document Fiscal Period Focus | FY | ||
Entity Registrant Name | Kaleyra, Inc. | ||
Entity Central Index Key | 0001719489 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Current Reporting Status | Yes | ||
Entity Voluntary Filers | No | ||
Entity Filer Category | Accelerated Filer | ||
Entity Small Business | true | ||
Entity Shell Company | false | ||
Entity Emerging Growth Company | true | ||
Entity Ex Transition Period | false | ||
ICFR Auditor Attestation Flag | false | ||
Entity Common Stock, Shares Outstanding | 13,100,490 | ||
Entity Public Float | $ 63,209,243 | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Entity Interactive Data Current | Yes | ||
Entity File Number | 001-38320 | ||
Entity Tax Identification Number | 82-3027430 | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Address, Address Line One | 85 Broad Street | ||
Entity Address, City or Town | New York City | ||
Entity Address, State or Province | NY | ||
Entity Address, Postal Zip Code | 10004 | ||
City Area Code | +1 | ||
Local Phone Number | 917 508 9185 | ||
Auditor Name | EY S.p.A. | ||
Auditor Location | Milan, Italy | ||
Auditor Firm ID | 1521 | ||
Common Stock, Par Value $0.0001 Per Share | |||
Document Information [Line Items] | |||
Title of Each Class | Common Stock, par value $0.0001 per share | ||
Trading Symbol | KLR | ||
Name of Each Exchange on Which Registered | NYSE | ||
Warrants to Receive One Share of Common Stock | |||
Document Information [Line Items] | |||
Title of Each Class | Warrants to receive one share of Common Stock | ||
Trading Symbol | KLR WS | ||
Name of Each Exchange on Which Registered | NYSEAMER |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 | |
Current assets: | |||
Cash and cash equivalents | $ 77,500,000 | $ 90,001,000 | |
Restricted cash | 480,000 | 1,701,000 | |
Short-term investments | 587,000 | 6,236,000 | |
Trade receivables, net | 86,783,000 | 85,945,000 | |
Deferred cost | 319,000 | 341,000 | |
Prepaid expenses | 3,989,000 | 5,357,000 | |
Other current assets | 3,387,000 | 2,599,000 | |
Total current assets | 173,045,000 | 192,180,000 | |
Property and equipment, net | 23,826,000 | 18,811,000 | |
Operating right-of-use assets | 2,931,000 | ||
Intangible assets, net | 57,400,000 | 125,396,000 | |
Goodwill | 111,526,000 | 110,465,000 | |
Deferred tax assets | 1,230,000 | ||
Other long-term assets | 1,445,000 | 399,000 | |
Total Assets | 370,173,000 | 448,481,000 | |
Current liabilities: | |||
Accounts payable | 82,258,000 | 70,942,000 | |
Lines of credit | 3,955,000 | 5,256,000 | |
Current portion of notes payable | 405,000 | ||
Current portion of bank and other borrowings | 11,419,000 | 10,508,000 | |
Deferred revenue | 3,528,000 | 9,553,000 | |
Payroll and payroll related accrued liabilities | 5,993,000 | 6,907,000 | |
Other current liabilities | 9,431,000 | 8,274,000 | |
Total current liabilities | 116,989,000 | 111,440,000 | |
Long-term portion of bank and other borrowings | 13,459,000 | 22,910,000 | |
Long-term portion of notes payable | 191,777,000 | 190,147,000 | |
Long-term portion of employee benefit obligation | 2,373,000 | 2,338,000 | |
Deferred tax liabilities | 2,384,000 | ||
Other long-term liabilities | 3,362,000 | 1,840,000 | |
Total Liabilities | 327,960,000 | 331,059,000 | |
Commitments and contingencies (Note 19) | |||
Stockholders' equity: | |||
Preferred stock, par value of $0.0001 per share; 1,000,000 shares authorized; no shares issued or outstanding | |||
Common stock, par value of $0.0001 per share; 100,000,000 shares authorized; 13,759,169 shares issued and 12,959,724 shares outstanding as of December 31, 2022 and 12,809,056 shares issued and 12,009,611 shares outstanding as of December 31, 2021 | 1,000 | 1,000 | |
Additional paid-in capital | 278,473,000 | 251,662,000 | |
Treasury stock, at cost; 799,445 shares as of December 31, 2022 and 2021 | (30,431,000) | (30,431,000) | |
Accumulated other comprehensive loss | (5,212,000) | (2,010,000) | |
Accumulated deficit | (200,618,000) | (101,800,000) | |
Total stockholders' equity | [1] | 42,213,000 | 117,422,000 |
Total liabilities and stockholders' equity | $ 370,173,000 | $ 448,481,000 | |
[1] Amounts as of December 31, 2022 and before that date differ from those published in the Company's prior consolidated financial statements as they were retrospectively adjusted as a result of the Reverse Stock Split (as described below in Note 1 - Description of Organization and Business Operations). Specifically, the number of shares of common stock outstanding during periods before the Reverse Stock Split were divided by the split ratio of 3.5 :1, such that each 3.5 shares of common stock were combined and reconstituted into one share of common stock effective March 9, 2023. |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2022 | Dec. 31, 2021 |
Statement Of Financial Position [Abstract] | ||
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 1,000,000 | 1,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 100,000,000 | 100,000,000 |
Common stock, shares issued | 13,759,169 | 12,809,056 |
Common stock, shares outstanding | 12,959,724 | 12,009,611 |
Treasury stock, shares | 799,445 | 799,445 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Income Statement [Abstract] | ||
Revenue | $ 339,168 | $ 267,739 |
Cost of revenue | 269,063 | 210,228 |
Gross profit | 70,105 | 57,511 |
Operating expenses: | ||
Research and development | 19,235 | 18,456 |
Sales and marketing | 29,270 | 21,077 |
General and administrative | 59,651 | 50,957 |
Intangible asset impairment | 49,446 | |
Total operating expenses | 157,602 | 90,490 |
Loss from operations | (87,497) | (32,979) |
Other income, net | 185 | 185 |
Financial expense, net | (13,971) | (8,795) |
Foreign currency loss | (1,400) | (97) |
Loss before income tax benefit | (102,683) | (41,686) |
Income tax benefit | (4,155) | (7,689) |
Net loss | $ (98,528) | $ (33,997) |
Net loss per common share, basic | $ (7.86) | $ (3.21) |
Net loss per common share, diluted | $ (7.86) | $ (3.21) |
Weighted-average shares used in computing net loss per common share, basic | 12,534,749 | 10,580,485 |
Weighted-average shares used in computing net loss per common share,diluted | 12,534,749 | 10,580,485 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Loss - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Statement Of Income And Comprehensive Income [Abstract] | ||
Net loss | $ (98,528) | $ (33,997) |
Other comprehensive income (loss): | ||
Foreign currency translation adjustments | (3,224) | 786 |
Net change in unrealized gain on marketable securities, net of tax | 22 | 30 |
Total other comprehensive income (loss) | (3,202) | 816 |
Total comprehensive loss | $ (101,730) | $ (33,181) |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' Equity (Deficit) - USD ($) | Total | Cumulative -effect Adjustment | mGage | Cowen | Common Stock | Common Stock mGage | Common Stock Cowen | Additional Paid-in Capital | Additional Paid-in Capital mGage | Additional Paid-in Capital Cowen | Treasury Stock | Accumulated Other Comprehensive Income (Loss) | Accumulated Deficit | Accumulated Deficit Cumulative -effect Adjustment | |||||||
Beginning balance at Dec. 31, 2020 | [1] | $ (7,429,000) | $ 1,000 | $ 93,630,000 | $ (30,431,000) | $ (2,826,000) | $ (67,803,000) | ||||||||||||||
Beginning balance, shares at Dec. 31, 2020 | [1] | 8,653,910 | 799,445 | ||||||||||||||||||
Conversion of Note | $ 2,295,000 | $ 2,295,000 | |||||||||||||||||||
Conversion of Note, shares | 86,620 | ||||||||||||||||||||
Forfeiture of 2020 Sponsors' Earnout Shares | [2] | 1,244,000 | 1,244,000 | ||||||||||||||||||
Forfeiture of 2020 Sponsors' Earnout Shares, shares | [2] | (134,098) | |||||||||||||||||||
Forward share purchase agreement transactions | 17,528,000 | 17,528,000 | |||||||||||||||||||
Stock-based compensation (RSUs) | 22,027,000 | 22,027,000 | |||||||||||||||||||
Stock-based compensation (RSUs), shares | 474,662 | ||||||||||||||||||||
Warrants exercised for common stock | 2,873,000 | 2,873,000 | |||||||||||||||||||
Warrants exercised for common stock, shares | 71,374 | ||||||||||||||||||||
Warrants repurchase | [3] | (5,474,000) | (5,474,000) | ||||||||||||||||||
Fair value of warrants | (344,000) | (344,000) | |||||||||||||||||||
Proceeds from issuance of common stock in Private Investment in Public Equity offering, net of issuance costs | 99,051,000 | 99,051,000 | |||||||||||||||||||
Proceeds from issuance of common stock in Private Investment in Public Equity offering, net of issuance costs, shares | 2,400,000 | ||||||||||||||||||||
Common stock issued to sellers | [4] | $ 18,832,000 | $ 18,832,000 | ||||||||||||||||||
Common stock issued to sellers, shares | [4] | 457,143 | |||||||||||||||||||
Net loss | (33,997,000) | (33,997,000) | |||||||||||||||||||
Other comprehensive income (loss) | 816,000 | 816,000 | |||||||||||||||||||
Ending balance at Dec. 31, 2021 | [1] | 117,422,000 | $ 1,000 | 251,662,000 | $ (30,431,000) | (2,010,000) | (101,800,000) | ||||||||||||||
Ending balance, shares at Dec. 31, 2021 | [1] | 12,009,611 | 799,445 | ||||||||||||||||||
Stock-based compensation (RSUs) | $ 26,811 | 26,811,000 | |||||||||||||||||||
Stock-based compensation (RSUs), shares | 950,113 | ||||||||||||||||||||
Accounting Standards Update [Extensible Enumeration] | us-gaap:AccountingStandardsUpdate201602Member | ||||||||||||||||||||
Net loss | $ (98,528,000) | (98,528,000) | |||||||||||||||||||
Other comprehensive income (loss) | (3,202,000) | (3,202,000) | |||||||||||||||||||
Ending balance at Dec. 31, 2022 | $ 42,213,000 | [1] | $ (290) | $ 1,000 | [1] | $ 278,473,000 | [1] | $ (30,431,000) | [1] | $ (5,212,000) | [1] | $ (200,618,000) | [1] | $ (290) | |||||||
Ending balance, shares at Dec. 31, 2022 | [1] | 12,959,724 | 799,445 | ||||||||||||||||||
[1] Amounts as of December 31, 2022 and before that date differ from those published in the Company's prior consolidated financial statements as they were retrospectively adjusted as a result of the Reverse Stock Split (as described below in Note 1 - Description of Organization and Business Operations). Specifically, the number of shares of common stock outstanding during periods before the Reverse Stock Split were divided by the split ratio of 3.5 :1, such that each 3.5 shares of common stock were combined and reconstituted into one share of common stock effective March 9, 2023. On March 16, 2021, upon the final determination that GigAcquisitions, LLC, Cowen Investments II LLC (“Cowen”), Irwin Silverberg and Jeffrey Bernstein (the “Sponsors”) were not entitled to receive the final 50 % of the Earnout Shares (“2020 Sponsors’ Earnout Shares”) pursuant to the terms of the Purchase Agreement entered into on February 22, 2019, such number of 2020 Sponsors’ Earnout Shares that have not vested were forfeited by all but one Sponsor. That remaining Sponsor has settled its portion of the 2020 Sponsors’ Earnout Shares in cash in lieu of forfeiting its shares. On August 24, 2021, the Company entered into Warrant Repurchase Agreements with certain holders to repurchase warrants held by these holders for the purchase of an aggregate amount of 481,277 shares of the Company’s common stock. The warrants were initially issued by the Company in its initial public offering on December 7, 2017. Pursuant to the Warrant Repurchase Agreements, on August 27, 2021, the Company paid $11.38 per underlying share of common stock to repurchase these warrants, at an aggregate purchase price of $ 5.5 million for the surrender and cancellation of these warrants held by such holders. On June 1, 2021, the Company completed its acquisition of mGage for a total purchase price of $ 218.0 million, consisting of both cash and common stock consideration. On August 30, 2021, the Company prepared and delivered to the Stockholder Representative a written statement (the “Post-Closing Statement”) setting forth the calculation of closing cash and closing net working capital which ultimately resulted in the final Merger consideration to be equal to $ 217.0 million pursuant to the terms of the Merger Agreement. The original cash consideration amounted to $ 199.2 million of which $ 198.6 million was paid on June 1, 2021 and the remaining amount was settled through the period ended September 30, 2021. The original cash consideration was reduced by $ 997,000 due to a working capital adjustment. The common stock consideration was paid with the issuance to Vivial’s former equity holders of a total of 457,143 shares of Kaleyra common stock at $41.20 per share closing price of the Company’s common stock on the date of issuance, equal to $ 18.8 million. |
Consolidated Statements of St_2
Consolidated Statements of Stockholders' Equity (Deficit) (Parenthetical) | 9 Months Ended | 12 Months Ended | ||||||||
Aug. 30, 2021 USD ($) | Aug. 27, 2021 USD ($) | Aug. 24, 2021 USD ($) $ / shares shares | Jun. 01, 2021 USD ($) $ / shares shares | Jun. 01, 2021 USD ($) $ / shares shares | Mar. 16, 2021 | Feb. 18, 2021 USD ($) shares | Sep. 30, 2021 USD ($) | Dec. 31, 2022 | Dec. 31, 2021 USD ($) | |
Aggregate purchase price of warrants | $ 5,474,000 | |||||||||
Stockholders' equity, reverse stock split, conversion ratio | 3.5 | |||||||||
Sponsors | ||||||||||
Percentage of 2020 sponsor earnout shares that have not vested been forfeited | 50% | |||||||||
mGage | ||||||||||
Total purchase price consideration | $ 217,000,000 | $ 218,000,000 | $ 218,000,000 | $ 217,034,000 | ||||||
Cash consideration | 199,200,000 | $ 198,600,000 | $ 199,200,000 | |||||||
Working capital adjustment | $ 997,000 | $ 997,000 | $ 997,000 | |||||||
Business combination, share price per share | shares | 457,143 | 457,143 | 457,143 | |||||||
Closing price of common stock in the date of issuance | $ / shares | $ 41.20 | $ 41.20 | ||||||||
Closing price of common stock in the date of issuance | $ 18,800,000 | $ 18,800,000 | ||||||||
Warrant Repurchase Agreements | ||||||||||
Aggregate amount of shares that can be purchased by warrants | shares | 481,277 | |||||||||
Payment per share to repurchase warrants | $ / shares | $ 11.38 | |||||||||
Aggregate purchase price of warrants | $ 5,500,000 | $ 5,500,000 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | ||
Cash flows from Operating Activities: | |||
Net loss | $ (98,528) | $ (33,997) | |
Adjustments to reconcile net loss to net cash provided by (used in) operating activities: | |||
Depreciation and amortization | 23,509 | 15,004 | |
Stock-based compensation | 21,170 | 19,991 | |
Impairment of intangible assets | 49,446 | ||
Non-cash reduction to the right-of-use asset | (310) | ||
Provision for doubtful accounts | 2,321 | 1,155 | |
Realized gains on marketable securities | 22 | 30 | |
Employee benefit obligation | 501 | 537 | |
Change in fair value of warrant liability | (863) | 546 | |
Reversal of accrued interest on forward share purchase agreement | (659) | ||
Non-cash interest expense | 2,048 | 1,254 | |
Deferred taxes | (4,889) | (8,052) | |
Change in operating assets and liabilities: | |||
Trade receivables | (5,917) | (16,879) | |
Other current assets | 296 | (2,396) | |
Deferred cost | 22 | 76 | |
Operating lease liability | 257 | ||
Other long-term assets | (1,164) | 1,416 | |
Accounts payable | 14,876 | 1,908 | |
Other current liabilities | 3,418 | 2,135 | |
Deferred revenue | (5,775) | 5,609 | |
Long-term liabilities | 250 | 390 | |
Net cash provided by (used in) operating activities | 690 | (11,932) | |
Cash flows from Investing Activities: | |||
Purchase of short-term investments | (1,165) | (52,224) | |
Sale of short-term investments | 6,521 | 50,741 | |
Purchase of property and equipment | (2,101) | (1,857) | |
Capitalized software development costs | (8,144) | (5,226) | |
Purchase of intangible assets | (17) | (31) | |
Net cash used in investing activities | (5,911) | (217,247) | |
Cash flows from Financing Activities: | |||
Proceeds from (repayments on) line of credit, net | (1,117) | 327 | |
Borrowings on term loans | 2,519 | 1,268 | |
Repayments on term loans | (9,170) | (7,728) | |
Proceeds from issuance of convertible notes, net of issuance costs | 188,637 | ||
Repayments on notes | (7,500) | ||
Receipts related to forward share purchase agreements | 17,045 | ||
Proceeds from issuance of common stock in Private Investment in Public Equity offering (PIPE), net of issuance costs | 99,051 | ||
Proceeds related to settlement of non-forfeited 2020 Sponsor Earnout Shares | 1,244 | ||
Proceeds from exercise of common stock warrants | 2,873 | ||
Repurchase of warrants | (5,474) | ||
Repayments on capital lease | (242) | (138) | |
Net cash provided by (used in) financing activities | (8,010) | 289,605 | |
Effect of exchange rate changes on cash, cash equivalent and restricted cash | (491) | (1,694) | |
Net increase (decrease) in cash, cash equivalents and restricted cash | (13,722) | 58,732 | |
Cash, cash equivalents and restricted cash, beginning of period | [1] | 91,702 | 32,970 |
Cash, cash equivalents and restricted cash, end of period | [1] | 77,980 | 91,702 |
Supplemental disclosure of cash flow information: | |||
Cash paid for interest | 12,960 | 7,334 | |
Cash paid for income taxes | 239 | 441 | |
Non-cash investing and financing activities: | |||
Change in value of forward share purchase agreements | (483) | ||
Common stock issued to Vivial equity holders (mGage acquisition) | 18,832 | ||
Stock-based compensation related to capitalized software development costs | 1,876 | 1,340 | |
Conversion of convertible note to common stock | 2,295 | ||
Fair value of warrant liability | 344 | ||
Restricted stock units granted to employees for bonuses | 3,764 | ||
Consideration payable (Bandyer acquisition) | 480 | 1,701 | |
Asset acquired under capital leases | 389 | ||
Initial recognition of the lease at commencement | (290) | ||
MGage Europe Ltd | |||
Cash flows from Investing Activities: | |||
Acquisition, net of cash acquired | 195,346 | ||
Bandyer Srl | |||
Cash flows from Investing Activities: | |||
Acquisition, net of cash acquired | $ (1,005) | $ 13,304 | |
[1] As of December 31, 2022, includes $ 77.5 million of cash and cash equivalents and $ 480,000 of restricted cash; as of December 31, 2021, includes $ 90.0 million of cash and cash equivalents and $ 1.7 million of restricted cash. |
Consolidated Statements of Ca_2
Consolidated Statements of Cash Flows (Parenthetical) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Statement Of Cash Flows [Abstract] | ||
Cash and cash equivalents | $ 77,500,000 | $ 90,001,000 |
Restricted cash | $ 480,000 | $ 1,700,000 |
Description of Organization and
Description of Organization and Business Operations | 12 Months Ended |
Dec. 31, 2022 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Description of Organization and Business Operations | 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS Kaleyra, Inc., formerly GigCapital, Inc., (hereinafter “Kaleyra” or the “Company”) was incorporated in Delaware on October 9, 2017. The Company was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses. On February 22, 2019, the Company entered into a stock purchase agreement (the “Stock Purchase Agreement”) by and among the Company, Kaleyra S.p.A., Shareholder Representative Services LLC, (the “Seller Representative”) as representative for the holders of the ordinary shares of Kaleyra S.p.A. immediately prior to the closing of the business combination with Kaleyra (the “Business Combination”), and all of the stockholders of all of the Kaleyra S.p.A. stock (collectively, such Kaleyra S.p.A. stockholders, the “Sellers”), for the purpose of the Company acquiring all of the shares of Kaleyra S.p.A.. As a result of the Business Combination, which closed on November 25, 2019, the Company (headquartered in Milan, Italy) became a multi-channel integrated communications services provider on a global scale. At the time of the closing of the Business Combination, Kaleyra operated in the Communications Platform as a Service (“CPaaS”) market with operations primarily in Italy, India, Dubai and the United States. In connection with the closing, the Company changed its name from GigCapital, Inc. to Kaleyra, Inc.. Kaleyra provides mobile communications services to financial institutions, e-commerce players, OTTs, software companies, logistic enablers, healthcare providers, retailers, and other large organizations worldwide. Through its proprietary cloud communications platforms (collectively, the “Platforms”), Kaleyra manages multi-channel integrated communications services on a global scale, consisting of inbound/outbound messaging solutions, programmable voice and Interactive Voice Response (IVR) configurations, hosted telephone numbers, conversational marketing solutions, RCS, and other types of IP communications services such as e-mail, push notifications, video/audio/chat, and WhatsApp®. On October 22, 2019, Kaleyra’s U.S. subsidiary, TCR, was incorporated under the laws of Delaware to promote a systems initiative to reduce spam by collecting robotically driven campaign information and processing and sharing that information with mobile operators and the messaging ecosystem. TCR started to account for its first revenue in the second half of fiscal year 2020 and revenue has constantly increased since then. On March 26, 2021, a wholly owned subsidiary of TCR was incorporated under the laws of Canada, with the registered office in Vancouver, British Columbia. This new subsidiary was established with the goal to further expand the registry legacy business in North America. On July 29, 2020, Kaleyra registered a German branch of Kaleyra S.p.A. with the German Chamber Tax Authority of Commerce. Kaleyra established its branch in Germany to expand Kaleyra’s footprint in Central Europe and the Nordic countries and allow it to leverage Kaleyra’s trusted business solutions for customers in additional jurisdictions. On February 18, 2021 , Kaleyra entered into an agreement and plan of merger (the “Merger Agreement”) with Vivial, Inc. (“Vivial”) for the acquisition of the business known as mGage (“mGage”), a leading global mobile messaging provider in the United States (the transaction contemplated by the Merger Agreement, the “Merger”). On June 1, 2021, Kaleyra completed its acquisition of mGage for a total purchase price of $ 218.0 million. The Merger consideration consisted of both cash consideration and common stock consideration. On August 30, 2021, the Company prepared and delivered to the Stockholder Representative a written statement (the “Post-Closing Statement”) setting forth the calculation of closing cash and closing net working capital which ultimately resulted in the final Merger consideration to be equal to $ 217.0 million pursuant to the terms of the Merger Agreement. The cash consideration amounted to $ 199.2 million of which $ 198.6 million was paid on June 1, 2021 and the remaining amount was settled during the period ended September 30, 2021, including a working capital adjustment of $ 997,000 . The common stock consideration was paid with the issuance to Vivial’s former equity holders of a total of 457,143 shares of Kaleyra common stock at the $ 41.20 per share closing price (on a post-reverse split basis) of Kaleyra common stock on the date of issuance, equal to $ 18.8 million. In support of the consummation of the Merger, on February 18, 2021, Kaleyra entered into subscription agreements (the “PIPE Subscription Agreements”), with certain institutional investors (the “PIPE Investors”), pursuant to which, among other things, Kaleyra agreed to issue and sell, in private placements to close immediately prior to the closing of the Merger, an aggregate of 2,400,000 shares of Kaleyra common stock to the PIPE Investors at $ 43.75 per share (on a post-reverse split basis). Kaleyra also entered into convertible note subscription agreements (the “Convertible Note Subscription Agreements”) with certain institutional investors (the “Convertible Note Investors”), pursuant to which Kaleyra agreed to issue and sell, in private placements to close immediately prior to the closing of the Merger, $ 200 million aggregate principal amount of unsecured convertible notes (the “Merger Convertible Notes”). On July 1, 2021, Kaleyra completed a company reorganization of the acquired business of mGage through the initial dissolution of the Delaware single member LLCs of Vivial Holdings, LLC, Vivial Networks, LLC, and the following merger of mGage, LLC into the surviving holding company, Vivial Inc., which subsequently changed its name into Kaleyra US Inc., as a result of the reorganization. As a result of the merger, Kaleyra US Inc. became the holding company and one hundred percent ( 100 %) owner of Kaleyra UK Limited – previously known as mGage Europe Ltd. (UK) and mGage SA de SV (Mexico). On July 8, 2021, Kaleyra completed the acquisition of Bandyer S.r.l. (“Bandyer”) for cash consideration of $ 15.4 million. Bandyer offers cloud-based audio/video communications services via Web Real Time Communication (“WebRTC”) technology to financial institutions, retail companies, utilities, industries, insurance companies, human resources, and digital healthcare organizations. Bandyer provides customers with programmable audio/video APIs and Software Development Kits (“SDKs”) based on WebRTC technology for a variety of use cases, including Augmented Reality (“AR”) applications for smart glasses. Effective August 31, 2021, the common stock of the Company ceased trading on the NYSE American and commenced trading on the NYSE under the ticker symbol “KLR”. Kaleyra’s warrants continue to trade on the NYSE American under the symbol “KLR WS”. On October 11, 2021, Kaleyra Africa Ltd, a wholly owned subsidiary of Kaleyra Inc., was incorporated under the law of South Africa with the registered office in Waterfall City, Gauteng. This newly established subsidiary is part of Kaleyra's broader strategic plan of expanding into emerging markets whereby South Africa will serve as Kaleyra's hub to enter the entire African market. On November 15, 2021, pursuant to the provisions of the Merger Agreement, Kaleyra Dominicana, S.R.L., ninety-nine percent ( 99 %) direct ownership of Kaleyra US Inc. and one percent ( 1 %) direct ownership of Kaleyra Inc., was incorporated under the laws of the Dominican Republic with the registered office in Santo Domingo. This newly established subsidiary is aimed to provide the Kaleyra group with back-office technology support and engage in product development and innovation. On January 13, 2022, Kaleyra completed a company reorganization of the acquired business of Bandyer by means of the merger of the Italian legal entity of Bandyer into the holding company, Kaleyra S.p.A.. As a result of the merger, Bandyer ceased to exist as a separate legal entity and all its assets and liabilities have been incorporated under Kaleyra S.p.A. effective January 13, 2022. Reverse Stock Split On February 14, 2023, Kaleyra held a special meeting of stockholders (the “Special Meeting”) to approve an amendment to the Company’s Certificate of Incorporation to effect, at the discretion of the Board of Directors, a reverse stock split (the “Reverse Stock Split”). The Board of Directors had the sole discretion as to whether effect the Reverse Stock Split, if at all, within one year of the Special Meeting and to fix the specific ratio for the combination, in the range of 1-for- 2 to 1-for- 5 , to be determined at the discretion of the Board of Directors and publicly disclosed prior to the effectiveness of such Reverse Stock Split, whereby each outstanding 2 to 5 shares would be reclassified and combined into 1 share of the Company’s common stock, to enable the Company to comply with the NYSE continued listing criteria, as set forth in Section 802.01C of the NYSE’s Listed Company Manual. On March 6, 2023, the Company announced that, following shareholder approval at the Special Meeting of the stockholders held on February 14, 2023, the Company’s Board of Directors approved a 1-for- 3.5 Reverse Stock Split of the Company’s issued and outstanding shares of common stock, par value $ 0.0001 per share, effective as of 12:01 a.m. Eastern Time on March 9, 2023. Beginning with the opening of trading on March 9, 2023, Kaleyra’s common stock began trading on the New York Stock Exchange on a split-adjusted basis under new CUSIP number 483379202 and will continue to trade under the symbol “KLR”. Refer to Note 27 - Subsequent events for more information. All share, restricted stock unit, and per share information throughout the Company's consolidated financial statements has been retrospectively adjusted to reflect this Reverse Stock Split in accordance with SEC Staff Accounting Bulletins Topic 4.C, Equity Accounts, Change in Capital Structure (ASC 505-10-S99-4). |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation These consolidated financial statements have been prepared in conformity with U.S. GAAP applicable for an “emerging growth company” as defined in the Jumpstart Our Business Startups Act (“JOBS Act”). The JOBS Act provides, among others, that an emerging growth company can take advantage of an extended transition period for complying with new or revised accounting standards. In particular, an emerging growth company can delay the adoption of certain accounting standards until those standards would apply to private companies. For the purpose of these consolidated financial statements, the Company availed itself of an extended transition period for complying with new or revised accounting standards and, as a result, did not adopt new or revised accounting standards on the relevant dates on which adoption of such standards is required for public companies except for ASU2020-06 and ASU 2017-04. In January 2023, Kaleyra ceased to be an emerging growth company upon the end of fiscal year 2022, following the fifth anniversary of the IPO. Substantial Doubt in Going Concern The accompanying financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. On November 7, 2022, Kaleyra received a written notice (the “Notice”) from the NYSE that it was not in compliance with the continued listing criteria set forth in Section 802.01C of the NYSE’s Listed Company Manual, as the average closing share price of the Company’s common stock was less than $ 1.00 per share over a consecutive 30 trading-day period. Within ten business days of receipt of the Notice, the Company responded to the NYSE with respect to its intent to cure the deficiency and provided available alternatives, including, but not limited to, a reverse stock split, subject to shareholder approval, to regain compliance. Pursuant to Section 802.01C, the Company has a period of six months following the receipt of the Notice to regain compliance with the minimum share price requirement. The Company may regain compliance at any time during the six-month cure period if on the last trading day of any calendar month during the six-month cure period the Company's common stock has a closing share price of at least $ 1.00 and an average closing share price of at least $ 1.00 over the consecutive 30 trading-day period ending on the last trading day of that month. On February 14, 2023, Kaleyra held a special meeting of stockholders (the “Special Meeting”) to approve the reverse stock split (the “Reverse Stock Split”). The Board of Directors had the sole discretion as to whether effect the Reverse Stock Split, if at all, within one year of the Special Meeting and to fix the specific ratio for the combination, in the range of 1-for- 2 to 1-for- 5 , to be determined at the discretion of the Board of Directors and publicly disclosed prior to the effectiveness of such Reverse Stock Split, whereby each outstanding 2 to 5 shares would be reclassified and combined into 1 share of the Company’s common stock , to enable the Company to comply with the NYSE continued listing criteria, as set forth in Section 802.01C of the NYSE’s Listed Company Manual. On March 6, 2023, the Company announced that, following shareholder approval at the Special Meeting of the stockholders held on February 14, 2023, the Company’s Board of Directors approved a 1-for- 3.5 Reverse Stock Split of the Company’s issued and outstanding shares of common stock, par value $ 0.0001 per share, effective as of 12:01 a.m. Eastern Time on March 9, 2023. Beginning with the opening of trading on March 9, 2023, Kaleyra’s common stock began trading on the New York Stock Exchange on a split-adjusted basis under new CUSIP number 483379202 and will continue to trade under the symbol “KLR”. Refer to Note 27 - Subsequent events for more information. In addition, at the date of issuance of its consolidated financial statements, the Company has measured its compliance with the continued listing criteria set forth in Section 802.01B of the NYSE’s Listed Company Manual with respect to the minimum market capitalization and shareholders' equity requirement, and concluded that it was not in compliance with the aforementioned listing standard. The Company has not yet received a non-compliance notice from NYSE. Kaleyra is committed to regaining compliance with the market capitalization and shareholders' equity rule within the eighteen-month cure period, as provided by the NYSE’s Listed Company Manual. Upon receipt of a non-compliance notice from NYSE, the Company plans to respond with respect to its intent to cure the deficiency by providing available alternatives, including, but not limited to, executing a private or public offering or applying to be listed on another market, provided that we meet the continued listing requirements of that market. As of December 31, 2022, and through the date the financial statements are issued, the Company believes it has sufficient liquidity to be able to operate its business for at least 12 months following the date that the financial statements are issued. However, the Company was not in compliance with NYSE continued listing criteria, as described above. The Company’s outstanding Merger Convertible Notes in the amount of $ 191.8 million contain redemption features in the event Kaleyra is not able to maintain its NYSE listing. If Kaleyra fails to regain compliance with the NYSE continued listing requirements, the NYSE may take steps to delist the Company’s securities. Delisting from the NYSE (and the inability of Kaleyra to list its common stock on the Nasdaq Global Select Market or Nasdaq Global Market, or any other eligible market) would trigger a fundamental change under the terms of the Indenture, which would entitle each holder of the Merger Convertible Notes, at such holder’s option, to require Kaleyra to repurchase for cash all or any portion of such holder’s notes at a repurchase price equal to 100 % of the principal amount thereof, plus accrued and unpaid interest thereon – refer to Note 11 – Notes Payable for additional information relating the Merger Convertible Notes. In such event, Kaleyra may not have enough available cash or be able to obtain financing to meet the repurchase obligations that may arise if the Company is not able to regain compliance with the NYSE continued listing criteria for at least the 12 months following the date that the financial statements are issued, and Kaleyra’s failure to repurchase such notes would constitute a default under the Indenture. The Company continues to seek other sources of capital and other alternatives to maintain its listing on the NYSE. In addition, the Company is focusing on improving operations with actions aimed at expanding its customer base, increase revenue and margins from existing customers, reduce costs, as well as expand into geographics where Kaleyra currently has low concentration. On February 15, 2023, to drive improved financial and operating performance, and ensure continued sustainable and scalable growth, the Company announced an initial restructuring and cost reduction program for 2023 (the “Program”). The Program is designed to position Kaleyra to serve the demand from global businesses using existing and emerging communication channels, while driving labor and cost efficiencies. The Program is anticipated to deliver results beginning as early as the first quarter of 2023 and will run through the remainder of 2023. This includes fixed costs being heavily scrutinized. As a result of the Company’s recently launched initiatives, significant improvements in the Company's results are expected in 2023 compared to 2022, with additional growth anticipated in 2024 when compared to 2023. This is further supported by the organizational streamlining aimed at reducing monthly cash payroll costs by more than 15%. Further savings are able to be achieved by leveraging the Company's global footprint to relocate costs from high-cost geographies to low-cost geographies. Despite the measures the Company is undertaking and plans to undertake, the factors outlined above raise substantial doubt about the ability of the Company to continue as a going concern within one year after the date that these financial statements are issued. The Company's financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. Liquidity As of December 31, 2022, the Company had $ 77.5 million of cash and cash equivalents, $ 480,000 of restricted cash and $ 587,000 of short-term investments with maturity terms between 4 and 12 months held in India. Of the $ 78.6 million in cash, restricted cash and short-term investments, $ 26.6 million was held in U.S. banks, $ 36.1 million was held in Italy, $ 13.0 million was held in India with the remainder held in other banks. Management currently plans to retain the cash in the jurisdictions where these funds are currently held. The consolidated balance sheet as of December 31, 2022 includes total current assets of $ 173.0 million and total current liabilities of $ 117.0 million, resulting in net current assets of $ 56.1 million and a short-term net financial position of $ 62.8 million. Kaleyra finances its operations through a combination of cash generated from operations and from borrowings under Kaleyra bank facilities primarily with banks located in Italy, as well as proceeds from equity offerings and convertible note arrangements. Kaleyra’s long-term cash needs primarily include meeting debt service requirements, working capital requirements and capital expenditures. Principles of Consolidation The consolidated financial statements include the Company and its wholly owned subsidiaries, including Kaleyra S.p.A., Solutions Infini, Kaleyra US Inc., Kaleyra UK Limited, Buc Mobile and TCR, which represent its major operations. All significant intercompany balances and transactions have been eliminated in consolidation. Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. These estimates are used for, but not limited to, revenue recognition; allowance for doubtful accounts; valuation of the Company’s stock-based awards; recoverability of goodwill, long-lived and intangible assets; capitalization and useful life of the Company’s capitalized internal-use software development costs; fair value of acquired intangible assets and goodwill; accruals, including tax related provisions and valuation allowances on deferred taxes and legal contingent liabilities; incremental borrowing rate used in present valuing lease liabilities. Estimates are based on historical experience and on various assumptions that the Company believes are reasonable under current circumstances. However, future events are subject to change and best estimates and judgments may require further adjustments; therefore, actual results could differ materially from those estimates. Management periodically evaluates such estimates and they are adjusted prospectively based upon such periodic evaluation. Actual results and outcomes may differ from management’s estimates and assumptions due to risks and uncertainties, including uncertainty in the current economic environment due to the disruptive effects of global inflation, the continuing impact of the novel strain of the coronavirus (“COVID-19”) and the armed conflict between Russia and Ukraine. Impact of macroeconomic factors Inflation A combination of circumstances, including governmental fiscal and monetary policies, regional armed conflicts, supply chain constraints, and labor and/or energy shortages, including as a result of the lagging economic impacts of COVID-19, has resulted in significant inflationary trends mainly in the cost of goods sold, labor and other expenses. These inflationary pressures could affect wages, Kaleyra's cost and ability to negotiate the cost of the mobile network operators, the price of its products and services, its ability to meet customer demand, and ultimately the Company's gross margins and operating profit. Notwithstanding the existence of inflationary pressures and the above outlined risks, Kaleyra concluded that its business, operating results, cash flows and financial condition would not be materially adversely affected. Interest rate Interest rates are highly sensitive to many factors including the current international economic and political scenario, as well as other factors beyond Kaleyra’s control. Interest rate risk is the exposure to loss resulting from changes in the level of interest rates and the spread between different interest rates. Kaleyra’s interest rates on the bank borrowing held by Italian commercial banks are at market in Italy and well below market in other geographical locations. The Merger Convertible Notes bear interest at a fixed coupon rate of 6.125 % per annum, and for this reason Kaleyra has no financial or economic interest exposure associated with changes in interest rates. Therefore, Kaleyra does not believe there is material exposure to market risk from changes in interest rates on debt. Foreign currency Kaleyra’s consolidated financial statements are presented in U.S. dollars while the functional currencies of foreign subsidiaries are other than U.S. dollar. The main functional currencies of foreign subsidiaries include: Euro for Kaleyra S.p.A., Indian Rupee for Solutions Infini Technologies Private Limited, Great Britain Pound for Kaleyra UK Limited, United Arab Emirates Dirham for Solutions Infini FZE. More than 50 % of our total revenue was generated outside the United States for the year ended December 31, 2022. The majority of our revenues and operating expenses are denominated in currency other than U.S. dollars, and therefore are currently subject to significant foreign currency risk. To the extent the U.S. dollar weakens against foreign currencies, the translation of these foreign currencies result in increased revenue and operating expenses for our non-U.S. operations. Similarly, our revenue and operating expenses for our non-U.S. operations decrease if the U.S. dollar strengthens against foreign currencies. Concentration of Credit Risk Financial instruments that potentially expose the Company to a concentration of credit risk consist primarily of cash and cash equivalents, restricted cash, short-term investments and trade receivables. The Company maintains its cash and cash equivalents, restricted cash and short-term investments with financial institutions that management believes are financially sound. The Company sells its services to a wide variety of customers. If the financial condition or results of operations of any significant customers deteriorate substantially, the Company's operating results could be adversely affected. To reduce credit risk, management performs ongoing credit evaluations of the financial condition of significant customers. The Company maintains reserves for estimated credit losses on customer accounts when considered necessary. Actual credit losses may differ from the Company’s estimates. In both of the years ended December 31, 2022 and 2021, there was no customer which individually accounted for more than 10 % of the Company’s consolidated total revenue. As of December 31, 2022 and 2021, Kaleyra had zero and one individual customer that accounted for more than 10 % of the Company’s consolidated total trade receivables, respectively. In particular as of December 31, 2021, trade receivables accounted for that one customer amounted to $ 9.6 million. Warrant Liability The Company accounts for warrants for shares of the Company’s common stock that are not indexed to its own stock as liabilities at fair value on the consolidated balance sheets. The warrants are subject to remeasurement at each balance sheet date and any change in fair value is recognized in “Financial expense, net” on the consolidated statements of operations. The liability is included in the consolidated balance sheet line item “Other long-term liabilities”. The Company will continue to adjust the liability for changes in fair value until the earlier of the exercise or expiration of the common stock warrants. At that time, the portion of the warrant liability related to the common stock warrants will be reclassified to additional paid-in capital. Revenue Recognition Kaleyra derives the revenue primarily from usage-based fees earned from the sale of communications services offered through Platforms access to customers and business partners across enterprises. Revenue can be billed in advance or in arrears depending on the term of the agreement; for the majority of customers revenue is invoiced on a monthly basis in arrears. The Company follows the provisions of Accounting Standards Codification (“ASC”) 606, “Revenue from Contracts with Customers” (“ASC 606”). Among other things, ASC 606 requires entities to assess the products or services promised in contracts with customers at contract inception to determine the appropriate unit at which to record revenue, which is referred to as a performance obligation. Revenue is recognized when control of the promised products or services is transferred to customers at an amount that reflects the consideration to which the entity expects to be entitled to in exchange for those products or services. Revenue Recognition Policy Revenue is recognized upon transfer of control of promised products or services to customers in an amount that reflects the consideration Kaleyra expects to receive in exchange for those products or services. Kaleyra enters into contracts that can include various combinations of products and services, which are generally not capable of being distinct and are therefore accounted for as a series of distinct services under a single performance obligation in accordance with ASC 606-10-25-14 and ASC 606-10-25-15. Revenue is recognized net of allowances for any credits and any taxes collected from customers, which are subsequently remitted to governmental authorities. The Company determines revenue recognition through the following steps: • Identification of the contract, or contracts, with a customer; • Identification of the performance obligations in the contract; • Determination of the transaction price; • Allocation of the transaction price to the performance obligations in the contract; and • Recognition of revenue when, or as, the Company satisfies a performance obligation. No significant judgments are required in determining whether products and services are considered distinct performance obligations and should be accounted for separately versus together, or to determine the stand-alone selling price. The Company's arrangements do not contain general rights of return. The contracts do not provide customers with the right to take possession of the software supporting the applications. Amounts that have been invoiced are recorded in trade receivables and in revenue or deferred revenue depending on whether the revenue recognition criteria have been met. Nature of Products and Services The Company’s revenue is recognized upon the sending of a SMS message or the connection of a voice call to the end-user of the Company’s customer using the Company’s Platforms in an amount that reflects the consideration the Company expects to receive from the Company's customer in exchange for those services which is generally based upon agreed fixed prices per unit. Platforms access services are considered a monthly series comprised of one performance obligation and usage-based fees are recognized as revenue in the period in which the usage occurs. After usage occurs, there are no remaining obligations that would preclude revenue recognition. Revenue from usage-based fees represented 93 % of total revenue in both the years ended December 31, 2022 and 2021. Subscription-based fees are derived from certain term-based contracts, such as with the sales of short code subscriptions and customer support, which is generally one year . Term-based contract revenue is recognized on a ratable basis over the contractual term of the arrangement beginning on the date that the service is made available to the customer. Revenue from term-based fees represented 7 % of total revenue in both the years ended December 31, 2022 and 2021. Deferred Revenue Deferred revenue consists of advance cash payments from customers to be applied against future usage and customer billings in advance of revenues being recognized under the Company’s non-cancellable contracts. Deferred revenue is generally expected to be recognized during the succeeding 12-month period and is thus recorded as a current liability. As of December 31, 2022 and 2021, the Company recorded $ 3.5 million and $ 9.6 million, respectively, as deferred revenue in its consolidated balance sheets. In the year ended December 31, 2022, the Company recognized $ 8.4 million of revenue that was included in the deferred revenue balance as of December 31, 2021. Disaggregated Revenue In general, revenue disaggregated by geography is aligned according to the nature and economic characteristics of the Company’s business and provides meaningful disaggregation of the Company’s results of operations. Refer to Note 16 – Geographic Information for details of revenue by geographic area. Cost of Revenue Cost of revenue consists primarily of costs of communications services purchased from network service providers. Cost of revenue also includes the cost of the Company’s cloud infrastructure and technology Platforms, amortization of capitalized internal-use software development costs related to the Platforms applications and amortization of developed technology acquired in the business combinations. Research and Development Expenses Research and development expenses consist primarily of personnel costs, the costs of the technology platform used for staging and development, outsourced engineering services, amortization of capitalized internal-use software development costs related to non-platform applications and an allocation of general overhead expenses. The Company capitalizes the portion of its software development costs that meet the criteria for capitalization. Internal-Use Software Development Costs Certain costs of the technology platform and other software applications developed for internal use are capitalized. The Company capitalizes qualifying internal-use software development costs that are incurred during the application development stage of projects with a useful life greater than one year . Capitalization of costs begins when two criteria are met: (i) the preliminary project stage is completed, and (ii) it is probable that the software will be completed and used for its intended purpose. Capitalization ceases when the software is substantially complete and ready for its intended use, including the completion of all-significant testing. The Company also capitalizes costs related to specific upgrades and enhancements when it is probable the expenditures will result in additional functionality and expenses costs incurred for maintenance and minor upgrades and enhancements. Costs related to preliminary project activities and post-implementation operating activities are expensed as incurred. Capitalized costs of the technology Platforms and other software applications are included in property and equipment. These costs are amortized over the estimated useful life of the software of three to five years on a straight-line basis. Management evaluates the useful life of these assets on an annual basis and tests for impairment whenever events or changes in circumstances occur that could affect the recoverability of these assets. The amortization of costs related to the Platforms applications is included in cost of revenue, while the amortization of costs related to other software applications developed for internal use is included in research and development expenses. Advertising Costs Advertising costs are expensed as incurred and were $ 875,000 and $ 1.7 million in the years ended December 31, 2022 and 2021, respectively. Advertising costs are included in sales and marketing expenses in the accompanying consolidated statements of operations. Marketable Securities Investments in marketable securities are carried at fair value and classified as short-term investments. Realized gains and losses on marketable securities are included in “Financial expense, net” on the consolidated statements of operations. Unrealized gains and losses, net of deferred taxes, on marketable securities are included in the consolidated balance sheets as a component of accumulated other comprehensive income (loss). In the event the fair value of an investment declines below its cost basis, management is required to determine if the decline in fair value is other than temporary. If management determines the decline is other than temporary, an impairment charge is recorded. As of December 31, 2022 and 2021, the Company had marketable securities of $ 567,000 and $ 602,000 , respectively, relating to mutual funds with no stated maturity. Stock-Based Compensation The Company measures and recognizes the compensation expense for restricted stock units (“RSUs”) granted to employees and directors, based on the fair value of the award on the grant date. RSUs give an employee an interest in Company stock but they have no tangible value until vesting is complete. RSUs are equity classified and measured at the fair market value of the underlying stock at the grant date and recognized as expense over the related service or performance period. The Company elected to account for forfeitures as they occur. The fair value of stock awards is based on the quoted price of Kaleyra's common stock on the grant date. Compensation cost for RSUs is recognized using the straight-line method over the requisite service period. Employee Benefit Plans The Company has defined benefit plans, granted to Italian and Indian employees and regulated by Italian and Indian laws, respectively. The defined benefit plans are calculated based on the employee compensation and the duration of the employment relationship and are paid to the employee upon termination of the employment relationship. The costs of the defined benefit plans reported in the Company’s consolidated statements of operations is determined by actuarial calculation performed on an annual basis. The actuarial valuation is performed using the “Projected Unit Credit Method” based on the employees’ expected date of separation or retirement. Income Taxes The Company accounts for income taxes in accordance with the asset and liability approach method. Deferred tax assets and liabilities are recognized for future tax consequences attributable to temporary differences between the consolidated financial statements carrying amounts of existing assets and liabilities and their respective tax bases, as well as for operating loss and tax credit carryforwards. Deferred tax amounts are determined by using the enacted tax rates expected to be in effect when the temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. A valuation allowance reduces the deferred tax assets to the amount that is more likely than not to be realized. The Company recognizes the effect of income tax positions only if those positions are more-likely-than-not of being sustained. Recognized income tax positions are measured at the largest amount that is greater than fifty percent likely of being realized. Changes in recognition or measurement are reflected in the period in which the change in judgment occurs. The Company accounts for uncertain tax positions by recognizing the financial statement effects of a tax position only when, based upon technical merits, it is more likely than not that the position will be sustained upon examination. The tax benefit recognized is measured as the largest amount of benefit determined on a cumulative probability basis that the Company believes is more likely than not to be realized upon ultimate settlement of the position. The Company records interest and penalties related to an underpayment of income taxes in income tax expense in the consolidated statements of operations. Foreign Currency Translation Kaleyra’s consolidated financial statements are presented in U.S. dollars while the functional currencies of foreign subsidiaries are other than U.S. dollar. The main functional currencies of foreign subsidiaries include: Euro for Kaleyra S.p.A., Indian Rupee for Solutions Infini Technologies Private Limited, Great Britain Pound for Kaleyra UK Limited, United Arab Emirates Dirham for Solutions Infini FZE. Each company remeasures monetary assets and liabilities denominated in currencies other that its functional currency at period-end exchange rates and non-monetary items are remeasured at historical rates. Remeasurement adjustments are recognized in the consolidated statements of operations as foreign currency (income) loss in the period of occurrence. For legal entities where the functional currency is a currency other than the U.S. dollar, including Kaleyra S.p.A., adjustments resulting from translating the financial statements into U.S. dollar are recorded as a component of accumulated other comprehensive income (loss) in stockholders’ equity (deficit). Monetary assets and liabilities denominated in a currency that is other than the U.S. dollar are translated into U.S. dollar at the exchange rate on the balance sheet date. Revenue and expenses are translated at the weighted average exchange rates during the period. Equity transactions are translated using historical exchange rates. Comprehensive Income (Loss) Comprehensive income (loss) refers to net loss and other revenue, expenses, gains and losses that, under U.S. GAAP, are recorded as an element of stockholders’ equity (deficit) but are excluded from the calculation of net loss. Refer to Note 13 – Accumulated Other Comprehensive Income (Loss). Earnings (Loss) per Share Basic earnings (loss) per share attributable to common stockholders is calculated by dividing the net income (loss) attributable to common stockholders by the weighted-average number of shares of common stock outstanding for the period. Diluted net income (loss) per share is calculated by giving effect to all potentially dilutive common stock when determining the weighted-average number of common shares outstanding. For purposes of the diluted net income (loss) per share calculation, restricted stock units, options and warrants to purchase common stock are considered common stock equivalents. Cash and Cash Equivalents The Company considers all liquid investments with an original maturity of three months or less when purchased to be cash equivalents. Cash equivalents consist of funds deposited into saving accounts. Restricted Cash Restricted cash consisted of cash deposited into an escrow account with a financial institution as collateral for the purchase consideration to be paid by the Company under the provisions of the Price Adjustment for the Bandyer Acquisition. See Note 5 – Business Combination. The restricted cash balances as of December 31, 2022 and December 31, 2021 were $ 480,000 and 1.7 million, respectively. Trade Receivables and Allowance for Doubtful Accounts Trade receivables are recorded net of an allowance for doubtful accounts. The allowance for doubtful accounts is estimated based on the Company’s assessment of its ability to collect on customer trade receivables. The Company regularly reviews the allowance by considering certain factors such as historical experience, credit quality, age of trade receivables balances and other known conditions that may affect a customer’s ability to pay. In cases where the Company is aware of circumstances that may impair a specific customer’s ability to meet their financial obligations, a specific allowance is recorded against amounts due from the customer which reduces the net recognized receivable to the amount |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Dec. 31, 2022 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | 3. FAIR VALUE MEASUREMENTS The following tables provide the assets and liabilities measured at fair value on a recurring basis as of December 31, 2022 and 2021 (in thousands): Fair Value Hierarchy as of December 31, 2022 Aggregate Level 1 Level 2 Level 3 Fair Value Assets: Mutual funds (1) $ 567 $ — $ — $ 567 Interest rate swap (2) — 66 — 66 Certificates of deposit (3) — 20 — 20 Total Assets $ 567 $ 86 $ — $ 653 Liabilities: Warrant liability (4) — 26 — 26 Total Liabilities $ — $ 26 $ — $ 26 (1) Included in the consolidated balance sheet line item “Short-term investments”. (2) Included in the consolidated balance sheet line item “Other long-term assets”. (3) Included in the consolidated balance sheets line item “Short-term investments”, with maturity terms between 4 and 12 months held in India. (4) Included in the consolidated balance sheet line item “Other long-term liabilities”. Fair Value Hierarchy as of December 31, 2021 Aggregate Level 1 Level 2 Level 3 Fair Value Assets: Mutual funds (1) $ 602 $ — $ — $ 602 Certificates of deposit (2) — 5,634 — 5,634 Total Assets $ 602 $ 5,634 $ — $ 6,236 Liabilities: Interest rate swap (3) $ — $ 35 $ — $ 35 Warrant liability (4) — 889 — 889 Total Liabilities $ — $ 924 $ — $ 924 (1) Included in the consolidated balance sheet line item “Short-term investments”. (2) Included in the consolidated balance sheets line item “Short-term investments”, with maturity terms between 4 and 12 months held in India. (3) Included in the consolidated balance sheet line item “Other long-term liabilities”. (4) Included in the consolidated balance sheet line item “Other long-term liabilities”. The values of short-term investments as of December 31, 2022 and 2021 were as follows (in thousands): As of December 31, 2022 2021 Cost Unrealized Unrealized Fair value Cost Unrealized Unrealized Fair value Mutual funds $ 509 $ 58 $ — $ 567 $ 566 $ 36 $ — $ 602 Certificates of deposit 20 — — 20 5,634 — — 5,634 |
Derivative Financial Instrument
Derivative Financial Instrument | 12 Months Ended |
Dec. 31, 2022 | |
Derivative Instruments And Hedging Activities Disclosure [Abstract] | |
Derivative Financial Instruments | 4. DERIVATIVE FINANCIAL INSTRUMENTS The gross notional amount of derivative contracts not designated as hedging instruments outstanding as of December 31, 2022 was € 4.8 million ($ 5.2 million) for the interest rate swap, while the gross notional amount of our derivative contracts not designated as hedging instruments outstanding as of December 31, 2021 was € 5.8 million ($ 6.6 million) for the interest rate swap. The amount and location of the gains (losses) in the consolidated statements of operations related to derivative contracts is as follows (in thousands): Year Ended December 31, Derivatives Not Designed As Hedging Instruments Line Items 2022 2021 Interest rate swap Financial income, net $ 96 $ 70 The following table presents the fair value and the location of derivative contracts reported in the consolidated balance sheets (in thousands): As of December 31, Derivatives Not Designed As Hedging Instruments Line Items 2022 2021 Interest rate swap Other long-term liabilities $ — $ ( 35 ) Interest rate swap Other long-term assets 66 — Total $ 66 $ ( 35 ) |
Business Combination
Business Combination | 12 Months Ended |
Dec. 31, 2022 | |
Business Combinations [Abstract] | |
Business Combination | 5. BUSINESS COMBINATION Acquisition of mGage On June 1, 2021, the Company completed its Merger with Vivial and the resulting acquisition of the business owned by Vivial known as mGage, a leading global mobile messaging provider. The acquisition of mGage provided an opportunity for the Company to expand its network operator connections and become one of only four companies providing direct connectivity to all tier-1 US carriers. Pursuant to the Merger Agreement dated as of February 18, 2021 , by and among the Company, its wholly owned subsidiary, Volcano Merger Sub, Inc. (“Merger Sub”), Vivial and GSO Special Situations Master Fund LP, solely in its capacity as the Stockholder Representative, Vivial was merged with and into Merger Sub, with Vivial surviving as a wholly owned subsidiary of the Company. The name of Vivial was changed to mGage Group Holdings, Inc. (“mGage Group Holdings”) as a result of the Merger. Subsequently, on July 1, 2021, mGage Group Holdings changed its name to Kaleyra US Inc. The Merger consideration consisted of cash consideration and common stock consideration and was subject to post-closing price adjustments as set forth in the Merger Agreement. On August 30, 2021, the Company prepared and delivered to the Stockholder Representative a written statement (the “Post-Closing Statement”) setting forth the calculation of closing cash and closing net working capital which ultimately resulted in the final Merger consideration to be equal to $ 217.0 million pursuant to the terms of the Merger Agreement. The original cash consideration amounted to $ 199.2 million of which $ 198.6 million was paid on June 1, 2021 and the remaining amount was settled through the period ended September 30, 2021, including a working capital adjustment of $ 997,000 . The common stock consideration was paid with the issuance to Vivial’s former equity holders of a total of 457,143 shares of Kaleyra common stock (the “Parent Common Stock”). The resulting amount, which was based upon the $ 41.20 per share closing price (on a post-reverse split basis) of Parent Common Stock as of June 1, 2021, was equal to $ 18.8 million and has been recognized as part of the consideration transferred. The Merger was financed through (i) the proceeds from the issuance and sale by the Company, of an aggregate of 2,400,000 shares of Kaleyra common stock to PIPE Investors at $ 43.75 per share, pursuant to the subscription agreements dated February 18, 2021 (on a post-reverse split basis); and (ii) the proceeds from the issuance in a private placement, of $ 200 million aggregate principal amount of Merger Convertible Notes to certain institutional investors. Refer to Note 11 – Notes Payable for additional information relating the Merger Convertible Notes. The Merger was accounted for as a business combination and the total fair value of the consideration transferred of $ 217 million was allocated on a preliminary basis to the net tangible and intangible assets and liabilities based on their estimated fair values as of the acquisition date and the excess was recorded as goodwill. The Company evaluated certain assets, liabilities and tax estimates that were subject to change throughout the measurement period ended on June 1, 2022 (one year from the acquisition date). During the three months ended September 30, 2021, Kaleyra redetermined the estimated fair value of certain identified finite-lived intangible assets, net of deferred tax liabilities and the resulting residual goodwill. The measurement period adjustment was recognized through a decrease of $ 8.9 million in the consolidated balance sheet line item “Intangible assets, net” mostly relating to the acquired developed technology, a net decrease of $ 1.9 million in the consolidated balance sheet line item “Deferred tax liability” and an increase of $ 5.9 million in the consolidated balance sheet line item “Goodwill”. During the three months ended June 30, 2022, Kaleyra redetermined the value of deferred tax assets on loss carryforward following the filing of mGage Group Holding’s pre-affiliation tax return and remeasured the tax effected values of its identified finite-lived intangible assets based upon the tax rates calculated in each domestic and foreign tax jurisdiction, including the UK. The measurement period adjustment was recognized through a net decrease of $ 5.1 million in the consolidated balance sheet line item “Deferred tax assets”, a decrease of $ 2.0 million in the consolidated balance sheet line item “Deferred tax liability” and a net increase of $ 3.1 million in the consolidated balance sheet line item “Goodwill”. As referred to above, the measurement period adjustment also included a working capital adjustment of $ 997,000 in 2021, pursuant to the terms of the Merger Agreement. The acquired entity’s results of operations are included in the consolidated financial statements of the Company from the date of acquisition. The following table summarizes the fair value amount recognized for the assets acquired and liabilities assumed as of the acquisition date, and subsequent measurement period adjustments (in thousands): Customer relationships (1) $ 76,256 Developed technology (1) 30,033 Trade names (1) 13,060 Deferred tax assets on loss carryforward 19,899 Goodwill (2) 89,391 Accounts receivable and other current assets 29,996 Property and equipment 8,450 Cash and cash equivalents 2,856 Total assets acquired 269,941 Deferred tax liabilities 30,242 Accounts payable and other current liabilities 22,665 Total liabilities assumed 52,907 Net assets acquired $ 217,034 (1) Identified finite-lived intangible assets. The estimated fair value of the intangible assets acquired was determined by the Company, which considered or relied in part upon a valuation report of a third-party expert. The Company used the income approach to estimate the fair values of the identifiable intangible assets. The estimated useful life is 7 to 9 years for customer relationships, 6 years for developed technology and 8 years for trade names. (2) Goodwill is the excess of fair value of the consideration transferred over the fair value of identifiable tangible and intangible assets acquired and liabilities assumed and represents expected synergies of the combination of the acquired business. Goodwill is not deductible for income tax purposes. In 2021, the Company incurred costs related to this acquisition of $ 5.5 million that were expensed in general and administrative expenses in the accompanying consolidated statements of operations. The contribution of Kaleyra US Inc. to the consolidated revenue and consolidated net loss for the year ended December 31, 2022 was $ 120.7 million, and net loss of $ 55.8 million (including an impairment charge of $ 44.4 million related to intangible assets acquired from mGage). The contribution of Kaleyra US Inc. to the consolidated revenue and consolidated net loss for the year ended December 31, 2021 was $ 82.0 million, and net income of $ 3.7 million. Refer to Note 6 – Goodwill and Intangible Assets, Net for additional information relating the impairment charges recorded during the fiscal year ended December 31, 2022. Acquisition of Bandyer On July 8, 2021, Kaleyra completed the acquisition of the entire share capital of Bandyer, a company based in Italy that offers cloud-based audio/video communications services to Italian financial institutions, retail companies, utilities, insurance, human resources and digital healthcare organizations (the “Bandyer Acquisition”). Bandyer’s services are extremely suitable for different industries and completely compatible with any device and expand and complete Kaleyra’s already wide offering of communication channels. The consideration for the Bandyer Acquisition consisted of cash consideration of $ 15.4 million (€ 13 million) of which $ 13.3 million (€ 11.5 million) was paid at the acquisition date and the remaining amount was retained in an escrow account. The acquisition of Bandyer was financed through the available financial resources of Kaleyra. The Bandyer Acquisition was accounted for as a business combination and the total fair value of the consideration transferred of $ 15.4 million was allocated to the net tangible and intangible assets and liabilities based on their estimated fair values as of the acquisition date and the excess was recorded as goodwill. The Company evaluated certain assets, liabilities and tax estimates that were subject to change throughout the measurement period ended on July 8, 2022 (one year from the acquisition date). During the three months ended March 31, 2022, and pursuant to the Bandyer purchase agreement, the above purchase consideration was decreased by $ 58,000 , which is an amount equal to the sum of the acquisition date net debt and the portion of the acquisition date net working capital that was collected by December 31, 2021 (the “Price Adjustment”). The Price Adjustment favorable to Kaleyra was considered in the calculation of the final goodwill balance as of March 31, 2022. During the three months ended March 31, 2022, Kaleyra adjusted the deferred tax liabilities arising from the acquired tangible and intangible assets and the resulting residual goodwill. The measurement period adjustment was recognized through an increase of $ 164,000 in the consolidated balance sheet line item “Deferred tax liability” and a corresponding increase in the consolidated balance sheet line item “Goodwill”. The acquired entity’s results of operations have been included in the consolidated financial statements of Kaleyra from the date of acquisition. On January 13, 2022, Kaleyra completed a company reorganization of the acquired business of Bandyer by means of the merger of the Italian legal entity of Bandyer into the holding company, Kaleyra S.p.A.. As a result of the merger, Bandyer ceased to exist as a separate legal entity and all its assets and liabilities have been incorporated under Kaleyra S.p.A. effective January 1, 2022. On April 4, 2022, following the above Price Adjustment and pursuant to the terms of the purchase agreement, Kaleyra paid an aggregate of $ 1.1 million (€ 1.0 million) out of the escrow account as remaining consideration for the Bandyer Acquisition. As of December 31, 2022 the resulting balance of the escrow account that was originally retained at the acquisition date amounted to $ 480,000 (€ 448,000 ). The following table summarizes the fair value amount recognized for the assets acquired and liabilities assumed as of the acquisition date, and subsequent measurement period adjustments (in thousands): Property and equipment, net $ 116 Developed technology (1) 7,999 Customer relationship (1) 1,798 Goodwill (2) 8,146 Cash and cash equivalents 349 Trade receivables and other current assets 671 Other non current assets 21 Total assets acquired 19,100 Deferred tax liabilities 2,616 Accounts payable and other current liabilities 986 Long term portion of employee benefit obligation 126 Current portion of bank and other borrowings 39 Total liabilities assumed 3,767 Net assets acquired $ 15,333 (1) Identified finite-lived intangible assets. The estimated fair value of the intangible assets acquired was determined by Kaleyra, which considered or relied in part upon a valuation report of a third-party expert. The Company used the income approach to estimate the fair values of the identifiable intangible assets. The estimated useful life is 8 years for customer relationships and 15 years for developed technology. (2) Goodwill is the excess of fair value of the consideration transferred over the fair value of identifiable tangible and intangible assets acquired and liabilities assumed and represents expected synergies of the combination of the acquired business. Goodwill is not deductible for income tax purposes. Refer to Note 6 – Goodwill and Intangible Assets, Net for additional information relating the impairment charges recorded during the fiscal year ended December 31, 2022. |
Goodwill and Intangible Assets,
Goodwill and Intangible Assets, Net | 12 Months Ended |
Dec. 31, 2022 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets, Net | 6. GOODWILL AND INTANGIBLE ASSETS, NET Goodwill Goodwill as of December 31, 2022 and 2021 was as follows (in thousands): Year Ended December 31, 2022 2021 Balance at the beginning of the period $ 110,465 $ 16,657 Goodwill additions related to 2021 acquisitions — 94,361 Purchase price adjustments in the period 3,160 — Effect of exchange rate ( 2,099 ) ( 553 ) Balance at the end of the period $ 111,526 $ 110,465 Kaleyra completed its annual goodwill impairment analysis in each of the years ended December 31, 2022 and 2021 and no impairment charges were recorded on any of the three reporting units. As of December 31, 2022 and 2021, the Company recorded the carrying amount of goodwill equal to $ 111.5 million and $ 110.5 million, respectively. In evaluating the recoverability of goodwill, Kaleyra performed a qualitative analysis to determine whether events and circumstances exist that indicate that it is more likely than not that goodwill is impaired, and a quantitative assessment driven by assumptions regarding estimated future cash flows, discount rates, perpetual growth rates and market capitalization to determine each reporting unit’s estimated fair value. The recoverable amount of each reporting unit was estimated in accordance with the fair value approach under the Discounted Cash Flows Method based on a five-year projections period. After recording the impairment of intangible assets, as described below, none of the reporting units tested for impairment presented amount of goodwill to be considered at risk of impairment in the foreseeable future. A sensitivity analysis was performed with respect to significant assumptions, in particular, changes of +/- 2 % in discount rates, decrease and increase goodwill headroom by $ 16.3 million and $ 98.4 million, respectively, without triggering impairment charges of goodwill. Intangible assets, net Intangible assets consisted of the following (in thousands): As of December 31, 2022 2021 Gross Accumulated Net Gross Accumulated Net Amortizable Intangible Assets Developed technology $ 23,895 $ 11,162 $ 12,733 $ 40,416 $ 5,393 $ 35,023 Customer relationships 56,336 17,826 38,510 86,792 8,597 78,195 Trade names 8,658 2,568 6,090 13,060 952 12,108 Patent 143 76 67 131 61 70 Total amortizable intangible assets $ 89,032 $ 31,632 $ 57,400 $ 140,399 $ 15,003 $ 125,396 The changes in carrying amounts of intangible assets consisted of the following as of December 31, 2022: Developed technology Customer relationships Trade names Patent Total December 31, 2021 $ 35,023 $ 78,195 $ 12,108 $ 70 $ 125,396 Additions — — — 17 17 Amortizations ( 5,925 ) ( 9,556 ) ( 1,624 ) ( 17 ) ( 17,122 ) Impairments ( 15,770 ) ( 29,357 ) ( 4,319 ) — ( 49,446 ) Foreign exchange ( 595 ) ( 772 ) ( 75 ) ( 3 ) ( 1,445 ) December 31, 2022 $ 12,733 $ 38,510 $ 6,090 $ 67 $ 57,400 During the year ended December 31, 2022, impairment charges of $ 29.3 million, $ 15.8 million and $ 4.3 million were recorded in relation to customer relationships, developed technology and trade names intangibles, respectively. Impairment losses were recorded in relation to the no more recoverable amounts of intangible assets recognized from the business combinations with mGage and Bandyer, that were initially recorded at their estimated fair value at the time of the purchase price allocation, as discussed above under Business Combination. The decreased industry growth expectations and changes in significant assumptions, including lower estimated cash flow projections and higher discount rates, were the main drivers for impairment losses determined as the difference between the carrying amount and the estimated fair values under the Multi-period Excess Earnings Method for the customer relationships intangibles and the Relief from Royalty Method for the developed technology and trade names intangibles. Impairment loss is included in “Intangible asset impairment” on the consolidated statements of operations. Amortization expense was $ 17.1 million and $ 10.9 million for the years ended December 31, 2022 and 2021, respectively. Total estimated future amortization expense as of December 31, 2022 is as follows (in thousands): As of December 31, 2022 2023 $ 9,010 2024 8,915 2025 8,846 2026 8,777 2027 7,224 2028 and thereafter 14,628 Total $ 57,400 |
Property and Equipment, Net
Property and Equipment, Net | 12 Months Ended |
Dec. 31, 2022 | |
Property Plant And Equipment [Abstract] | |
Property and Equipment, Net | 7. PROPERTY AND EQUIPMENT, NET Property and equipment consisted of the following (in thousands): As of December 31, 2022 2021 Internal-use software development costs $ 24,832 $ 16,021 Servers (1) 2,199 2,337 Office equipment (2) 2,926 2,561 Leasehold improvements 707 665 Furniture and fixtures 1,065 979 Assets-in-progress (3) 3,803 3,103 Vehicles (4) 580 21 Software 30 365 Other assets 67 54 Total property and equipment 36,209 26,106 Less: accumulated depreciation and amortization 12,383 7,295 Total property and equipment, net $ 23,826 $ 18,811 (1) Includes servers under finance leases with gross amount of $ 252,000 and accumulated depreciation of $ 134,000 as of December 31, 2022 (gross amount of $ 562,000 and accumulated depreciation of $ 283,000 as of December 31, 2021). (2) Includes office equipment under finance leases with gross amount of $ 18,000 and accumulated depreciation of $ 2,000 as of December 31, 2022 (gross amount and accumulated depreciation of $ 0 as of December 31, 2021). (3) Assets-in progress amounting to $ 3.8 million as of December 31, 2022 refers to internal-use software development costs in-progress ($ 3.1 million as of December 31, 2021). (4) Includes vehicles under finance leases with gross amount of $ 579,000 and accumulated depreciation of $ 323,000 as of December 31, 2022 (gross amount and accumulated depreciation of $ 0 as of December 31, 2021). Depreciation and amortization expense was $ 6.4 million and $ 4.1 million for the years ended December 31, 2022 and 2021, respectively. The Company capitalized $ 11.0 million and $ 6.9 million in internal-use software development costs in the years ended December 31, 2022 and 2021, respectively. Of the $ 11.0 million capitalized in 2022, $ 1.9 million relates to stock-based compensation expense capitalized in internal-use software. Of the $ 11.0 million capitalized in 2022, $ 9.9 million relates to internal-use software in-use and $ 1.1 million relates to internal-use software development in-progress, recorded within assets-in-progress. Amortization of capitalized software development costs was $ 4.5 million and $ 2.7 million, in the years ended December 31, 2022 and 2021, respectively. The amortization expense was allocated as follows (in thousands): Year Ended December 31, 2022 2021 Cost of revenue $ 3,735 $ 2,432 Research and development 768 306 Total $ 4,503 $ 2,738 |
Right-of-use Assets and Lease L
Right-of-use Assets and Lease Liabilities | 12 Months Ended |
Dec. 31, 2022 | |
Leases [Abstract] | |
Right-of-use Assets And Lease Liabilities | 8. RIGHT-OF-USE ASSETS AND LEASE LIABILITIES The Company presents the operating leases in long-term assets and current and long-term liabilities. Operating lease assets are included in the consolidated balance sheet line item “Operating right-of-use assets”. Finance lease assets are included in the consolidated balance sheet line item “Property and equipment, net”, and finance lease liabilities are presented in “Other current liabilities” and “Other long-term liabilities” in the accompanying consolidated balance sheets as of December 31, 2022. Right-of-use (“ROU”) assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent the Company’s obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. As the Company’s leases do not generally provide an implicit rate, the Company uses its incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments. The Company’s lease agreements may have lease and non-lease components, which the Company accounts for as a single lease component. The Company’s lease terms may include options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option. Lease expense for lease payments is recognized on a straight-line basis over the lease term and variable payments are recognized in the period they are incurred. The Company’s lease agreements do not contain any residual value guarantees, and leases with an initial term of 12 months or less are not recorded on the balance sheet. The Company determines if an arrangement is a lease at inception. Based upon such determination the Company concluded that it entered into various lease agreements in the form of technology equipment, office space rental agreements, server storage agreements, and company vehicles. The contracts expire over the next seven years. The components of the lease expense recorded in the consolidated statement of operations were as follows: Year Ended December 31, 2022 Operating lease cost $ 1,311 Finance lease cost Amortization of assets 186 Interest on lease liabilities 17 Short-term lease cost 86 Variable lease cost 129 Total net lease cost $ 1,729 Supplemental balance sheet information related to leases was as follows: Line Items As of December 31, 2022 Assets: Operating lease assets Operating right-of-use assets $ 2,931 Finance lease assets Property and equipment, net $ 389 Total leased assets $ 3,320 Liabilities: Current Operating Other current liabilities 758 Finance Other current liabilities 182 Long term Operating Other long-term liabilities 2,409 Finance Other long-term liabilities 216 Total leased liabilities $ 3,565 Supplemental cash flow and other information related to leases was as follows: Year Ended December 31, 2022 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 1,331 Operating cash flows from finance leases (interest) 17 Financing cash flows from finance leases 183 Weighted average remaining lease term (in years): Operating leases 3.5 Finance leases 0.1 Weighted average discount rate: Operating leases 4.27 % Finance leases 4.27 % Maturities of lease liabilities were as follows: As of December 31, 2022 Operating leases Finance leases Total 2023 $ 872 $ 195 $ 1,067 2024 721 138 859 2025 691 52 743 2026 481 25 506 2027 274 11 285 2028 and thereafter 470 — 470 Total undiscounted lease payments 3,509 421 3,930 Present value discount 343 22 365 Present value $ 3,166 $ 399 $ 3,565 Lease liability, current $ 758 $ 182 $ 940 Lease liability, long term $ 2,409 $ 216 $ 2,625 As of December 31, 2022, the Company has no additional operating and finance lease obligati ons related to leases that will commence in the first and second quarters of 2023. Disclosures related to periods prior to adoption of ASC 842 Rent expense was $ 1.3 million for the year ended December 31, 2021. Future minimum lease payments under leasing obligations as of December 31, 2021, were as follows (in thousands): As of December 31, 2021 Operating leases Capital leases Total 2022 $ 1,374 $ 72 $ 1,446 2023 779 60 839 2024 651 60 711 2025 437 18 455 2026 142 — 142 2027 and thereafter — — — Total Minimum Lease Payments $ 3,383 $ 210 $ 3,593 Future minimum lease payment under capital leases as of December 31, 2021, consisted of the following (in thousands): As of December 31, 2021 Capital leases Total payments $ 210 Less: Interest portion 16 Net capital lease obligation 194 Less: Current portion 65 Long term portion $ 129 |
Other Assets
Other Assets | 12 Months Ended |
Dec. 31, 2022 | |
Other Assets [Abstract] | |
Other Assets | 9. OTHER ASSETS Other current assets consisted of the following (in thousands): As of December 31, 2022 2021 VAT receivables $ 1,237 $ — Receivables from suppliers 547 483 Credit for tax other than income tax 882 675 Income tax receivables 262 1,195 Other receivables 459 246 Total other current assets $ 3,387 $ 2,599 Other long-term assets consisted of the following (in thousands): As of December 31, 2022 2021 Non-current income tax credit (advances and tax reduced at sources) $ 807 $ 53 Interest rate swaps 66 — Miscellaneous 572 346 Total other long-term assets $ 1,445 $ 399 |
Bank and Other Borrowings
Bank and Other Borrowings | 12 Months Ended |
Dec. 31, 2022 | |
Bank And Other Borrowings [Abstract] | |
Bank and Other Borrowings | 10. BANK AND OTHER BORROWINGS As of December 31, 2022 and 2021, the current portion of bank and other borrowings amounts to $ 15.4 million and $ 15.8 million, respectively. As of December 31, 2022, this item is comprised of $ 11.4 million of the current portion of bank and other borrowings and of $ 4.0 million of credit line facilities. As of December 31, 2021, this item was comprised of $ 10.5 million of the current portion of bank and other borrowings and of $ 5.3 million of credit line facilities. Credit line facilities As of December 31, 2022, the Company had credit line facilities granted of $ 5.4 million, of which $ 4.0 million had been used. As of December 31, 2021, the Company had credit line facilities granted of $ 6.7 million, of which $ 5.3 million had been used. The above lines of credit may be drawn upon at variable interest rates in the following range: 1.00 % - 4.60 %. The weighted average interest rate on the credit line facilities outstanding as of December 31, 2022, was 1.71 %. Long-term bank and other borrowings Long-term bank and other borrowings consist of the following (in thousands) Interest Nominal Rate As of December 31, As of December 31, 2022 2021 Maturity Interest Contractual Rate 2022 2021 UniCredit S.p.A. (Line A Tranche (1) $ 943 $ 2,330 July 2023 Euribor 3 months + 3.10 % (1) 2.80 % 2.80 % UniCredit S.p.A. (Line A Tranche (2) 53 113 November 2023 Euribor 3 months + 3.10 % (1) 2.80 % 2.80 % UniCredit S.p.A. (Line B) 1,324 2,337 May 2024 Euribor 3 months + 2.90 % (1) 2.60 % 2.60 % UniCredit S.p.A. (Line C) 755 1,833 August 2023 Euribor 3 months + 3.90 % 6.03 % 3.33 % Intesa Sanpaolo S.p.A. (Line 1) — 290 April 2022 Euribor 3 months + 2.30 % — 1.73 % Intesa Sanpaolo S.p.A. (Line 2) 1,654 2,872 April 2024 Euribor 3 months + 3.10 % 5.23 % 2.53 % Intesa Sanpaolo S.p.A. (Line 3) 7,927 8,961 June 2026 Euribor 3 months + 2.15 % 4.28 % 1.58 % Intesa Sanpaolo S.p.A. (Line 4) 4,466 5,927 July 2026 Euribor 3 months + 2.20 % 4.33 % 1.63 % Monte dei Paschi di Siena S.p.A. (Line 1) — 76 April 2022 0.95 % — 0.95 % Monte dei Paschi di Siena S.p.A. (Line 2) 356 1,132 June 2023 1.50 % 1.50 % 1.50 % Banco BPM S.p.A. (Line 1) 189 593 June 2023 Euribor 3 months + 2.00 % 4.13 % 2.00 % Banco BPM S.p.A. (Line 3) 3,059 5,014 September 2024 Euribor 3 months + 3.00 % 5.13 % 2.43 % Banco BPM S.p.A. (Line 4) 2,491 — July 2025 Euribor 3 months + 1.95 % 4.08 % — Simest 1 134 189 December 2023 0.50 % 0.50 % 0.50 % Simest 2 133 188 December 2023 0.50 % 0.50 % 0.50 % Simest 3 244 345 December 2023 0.50 % 0.50 % 0.50 % Simest 4 1,150 1,218 April 2027 0.50 % 0.50 % 0.50 % Total bank and other borrowings 24,878 33,418 Less: current portion 11,419 10,508 Total long-term portion $ 13,459 $ 22,910 (1) Interest contractual rate is hedged through interest rate swap financial instruments. Refer to Note 4 - Derivative Financial Instruments for further details. All bank and other borrowings are unsecured borrowings of Kaleyra. On February 23, 2021, the Company entered into an amendment to the existing unsecured loan agreement with Intesa Sanpaolo S.p.A. (the “Intesa Sanpaolo S.p.A. – Line 1”) and an amendment to the existing unsecured loan agreement with Intesa Sanpaolo S.p.A. (the “Intesa Sanpaolo S.p.A. – Line 2”). The amendments each provide that certain financial covenants be amended, in particular as they relate to the previously agreed net financial position/equity ratio and the net financial position/gross operating income ratio. Upon the approval of the audited statutory financial statements of Kaleyra S.p.A. for the year ended December 31, 2020 in June 2021, the calculated net financial position/gross operating income ratio failed to comply with the amended terms of the unsecured loan agreement with Intesa Sanpaolo S.p.A.. As a result of such failure, Intesa Sanpaolo S.p.A. was entitled to raise the interest rate bearing on the existing financing agreements of Intesa Sanpaolo S.p.A. by fifty ( 50 ) bps. No principal amount was subject to early reimbursement under the amended terms of the loan agreement. On August 3, 2021, the Company was notified by Intesa Sanpaolo S.p.A. of their resolution to apply the incremental fifty ( 50 ) bps to the interest rate bearing on future payments of interest. In the audited fiscal year ended December 31, 2021, Kaleyra successfully complied with financial covenants in place with Intesa Sanpaolo S.p.A.. On March 9, 2021 and March 10, 2021, respectively, Kaleyra S.p.A. received the approval by UniCredit to postpone repayment of the principal amounts due under the existing Line A Tranche (2), Line B and Line C of the long-term financing agreements with UniCredit S.p.A. for a period of six (6) months starting from March 1, 2021 until August 31, 2021, and under Line A Tranche (1) of the long-term financing agreement with UniCredit S.p.A. starting from February 1, 2021 until July 31, 2021. Consequently, the repayment schedule under all financing agreements mentioned above was extended for the period equal to that of the six (6) month suspension period. On April 15, 2021, Kaleyra S.p.A. and Banco Popolare di Milano S.p.A. entered into an agreement to postpone repayment of the principal amounts due under the existing Line 3 of the long-term unsecured financing agreement for a period of six (6) months starting from March 31, 2021 until September 30, 2021, without prejudice to Kaleyra S.p.A.’s obligations to continue to pay interest in relation to the principal amount at the original due dates. On April 15, 2021, the Company entered into a general unsecured loan agreement with Simest S.p.A for a total of $ 3.6 million (€ 3.0 million at the April 15, 2021 exchange rate) relating to the Fund 394/81 (the “Simest Financing”) and Fund for Integrated Promotion (the “Co-financing”) for implementation of a program to break into foreign markets. The principal amount of $ 3.1 million (€ 2.6 million at the April 15, 2021 exchange rate) applies to the Simest Financing. The Simest Financing bears a subsidized interest rate of 0.055 % and a reference interest rate of 0.55 %. The loan has a duration of six ( 6 ) years starting from the date of disbursement and is to be repaid in half-yearly installments starting after a two-year pre-amortization period. The principal amount of $ 505,000 (€ 422,000 at the April 15, 2021 exchange rate) of the financing applies to the Co-financing and was granted in accordance with Section 3.1 of the Temporary Framework for State aid measures to support the economy during the COVID-19 outbreak of the European Commission, and as such is non-refundable as long as the funds are used for the purposes stated within the Framework. On September 15, 2021, the principal amount of $ 1.3 million (€ 1.1 million at the September 15, 2021 exchange rate) and $ 208,000 (€ 176,000 at the September 15, 2021 exchange rate) relating to the first installment of the Simest Financing and Co-financing, respectively, was disbursed to the Company pursuant to the terms of the loan agreement with Simest S.p.A.. On July 28, 2022, the Company entered into a new unsecured loan agreement with Banco Popolare di Milano S.p.A. for a total principal amount of $ 2.5 million (€ 2.5 million at the July 28, 2022 exchange rate) with a duration of 36 months and bearing interest rate equal to Euribor 3 months + 1.95 % . As of December 31, 2022, all of the available long-term facilities were drawn in full except for the Simest Financing as described above. The above facilities include a series of statements and disclosure obligations, in line with the standard practice for these types of financings, whose breach could result in termination, early repayment or enforcement of acceleration rights. In particular, the UniCredit facility and the Intesa Sanpaolo facility include, among other, change of control provisions that may cause the bank to request immediate repayment of the outstanding debt under the relevant facility as a result of such a change of control event. Upon the consummation of the Merger Agreement, Kaleyra S.p.A. formally agreed with UniCredit S.p.A. and Intesa Sanpaolo S.p.A. that the Merger Agreement does not represent a change of control event with respect to the respective outstanding borrowing. In addition, some of the above facilities require compliance with certain financial covenants, based on Kaleyra S.p.A.’s EBITDA, net financial position and equity, calculated upon the approved audited statutory financial statements of Kaleyra S.p.A.. Failure to comply with those financial covenants may result in the repayment of the outstanding debt under the relevant facility or the increase in the interest rate bearing on the existing financing agreements. As of December 31, 2022, the Company is in compliance with all the financial covenants. Interest expense on bank and other borrowings was of $ 631,000 and $ 702,000 for the year ended December 31, 2022 and 2021, respectively. As of December 31, 2022, the Company is obliged to make payments as follows (in thousands): As of December 31, 2022 2023 $ 11,419 2024 6,850 2025 4,197 2026 2,268 2027 144 2028 and thereafter — Total $ 24,878 |
Notes Payable
Notes Payable | 12 Months Ended |
Dec. 31, 2022 | |
Debt Disclosure [Abstract] | |
Notes Payable | 11. NOTES PAYABLE Notes payable - Other On April 16, 2020, in connection with the Business Combination, Kaleyra entered into a Settlement Agreement and Release (the “Settlement Agreement”) with its financial advisory service firms, Cowen and Company, LLC (“Cowen”) and Chardan Capital Markets, LLC, (“Chardan” and collectively the “Service Firms”), pursuant to which it agreed to pay an affiliate of Cowen, Cowen Investments II LLC (“Cowen Investments”), and Chardan, in full satisfaction of all amounts owed to the Service Firms as of December 31, 2019, $ 5.4 million in the aggregate, as follows: (i) $ 2.7 million in the aggregate in common stock of Kaleyra (the “Settlement Shares”) to be issued the business day prior to the filing of a resale registration statement for such Settlement Shares (the “Resale Registration Statement”), (ii) convertible notes totaling $ 2.7 million in the aggregate with a maturity date three years after issuance and bearing interest at five percent ( 5 %) per annum (but with lower interest rates if the notes are repaid earlier than one year or two years after issuance) and with interest paid in arrears to the payee on March 15, June 15, September 15 and December 15 of each year, with such convertible notes to also be issued the business day prior to the filing of the Resale Registration Statement and (iii) in the event that the Beneficial Ownership Limitation (as defined below) would otherwise be exceeded upon delivery of the Settlement Shares above, a warrant agreement also to be entered into with and issued to the Services Firms the business day prior to the filing of the Resale Registration Statement, whereby the amount of common stock of Kaleyra by which the Beneficial Ownership Limitation would otherwise have been exceeded upon delivery of the Settlement Shares will be substituted for by warrants with an exercise price of $ 0.01 per share issued pursuant to a Warrant Agreement (the “Warrant Agreement”) and the common stock underlying the Warrant Agreement (the “Warrant Shares”). The Beneficial Ownership Limitation shall initially be 4.99 % of the number of shares of the common stock outstanding of Kaleyra immediately after giving effect to the issuance of these shares of common stock. The number of Settlement Shares was calculated using as the price per Settlement Share an amount equal to a fifteen percent ( 15 %) discount to the ten-day ( 10 -day) trailing dollar volume-weighted average price for the common stock of Kaleyra on the NYSE American LLC stock exchange (the “VWAP”) on the business day immediately prior to the date on which Kaleyra files the Resale Registration Statement. In addition, the price per share for determining the number of shares of common stock of Kaleyra to be issued upon the conversion of the convertible notes shall be a five percent ( 5 %) premium to the ten-day ( 10 -day) trailing VWAP as of the date immediately prior to the issuance date of the convertible notes, rounded down to the nearest whole number. On May 1, 2020, in connection with the Settlement Agreement, Kaleyra issued: (i) an aggregate of 125,885 Settlement Shares to Cowen Investments and Chardan, consisting of 107,002 Settlement Shares issued to Cowen Investments, and 18,883 Settlement Shares issued to Chardan (on a post-reverse split basis); and (ii) convertible promissory notes in the aggregate principal amount of $ 2.7 million to Cowen Investments and Chardan, consisting of a convertible promissory note in the principal amount of $ 2.3 million issued to Cowen Investments (the “Cowen Note”) and a convertible promissory note in the principal amount of $ 405,000 issued to Chardan (the “Chardan Note”). The unpaid principal of the Cowen Note was convertible at the option of Cowen Investments into 86,620 shares of common stock of Kaleyra, if there was no principal reduction, and the unpaid principal of the Chardan Note is convertible at the option of Chardan into 15,286 shares (on a post-reverse split basis) of common stock of Kaleyra, if there has been no principal reduction. As the Beneficial Ownership Limitation was not triggered by the issuance of the Settlement Shares, no Warrant Agreement was necessary and no warrants were issued. On February 4, 2021, Cowen Investments elected to convert the outstanding amount of the Cowen Note into 86,620 shares (on a post-reverse split basis) of common stock pursuant to the terms of the Cowen Note, and as a result the Company has no further obligations with respect to the Cowen Note. As of December 31, 2022, the outstanding amount of the Chardan Note was $ 405,000 and accrued interest was $ 54,000 . This note payable is included in “Current portion of notes payable” and the accrued interest payable is included in “Other current liabilities” in the accompanying consolidated balance sheets. Merger Convertible Notes On February 18, 2021, in support of the consummation of the Merger, Kaleyra entered into Convertible Note Subscription Agreements, each dated February 18, 2021, with the Convertible Note Investors. On June 1, 2021, the Company issued the Merger Convertible Notes with an aggregate principal amount of $ 200 million. The Company incurred $ 11.4 million of issuance costs as a result of the issuance of the Merger Convertible Notes. In connection with the issuance of the Merger Convertible Notes pursuant to the terms of the Convertible Note Subscription Agreements, the Company entered into an indenture (the “Indenture”) with Wilmington Trust, National Association, a national banking association, in its capacity as trustee thereunder (the “Indenture Trustee”), in respect of the $ 200 million of Merger Convertible Notes that were issued to the Convertible Note Investors. The Merger Convertible Notes bear interest at a rate of 6.125 % per annum, payable semi-annually , in arrears on each June 1 and December 1 of each year, commencing on December 1, 2021 , to holders of record at the close of business on the preceding May 15 and November 15, respectively. After giving effect to the Reverse Stock Split as of March 9, 2023, as described in Note 1 - Description of Organization and Business Operations, the Merger Convertible Notes are convertible into 3,386,243 shares of Parent Common Stock at a conversion price of $ 59.063 per share of Parent Common Stock in accordance with the terms of the Indenture, and mature five years after their issuance. The Company may, at its election, force conversion of the Merger Convertible Notes after the second anniversary of the issuance of the Merger Convertible Notes, subject to a holder’s prior right to convert, if the last reported sale price of the Parent Common Stock exceeds 130 % of the conversion price for at least 20 trading days during the period of 30 consecutive trading days ending on, and including, the last trading day of the immediately preceding calendar quarter. Following certain corporate events that occur prior to the maturity date or if the Company forces a mandatory conversion, the Company will, in certain circumstances, increase the conversion rate for a holder who elects to convert its Merger Convertible Notes in connection with such a corporate event or has its Merger Convertible Notes mandatorily converted, as the case may be. In addition, in the event that a holder of the Merger Convertible Notes elects to convert its Merger Convertible Notes prior to the third anniversary of the issuance of the Merger Convertible Notes, the Company will be obligated to pay an amount equal to twelve months of interest, or if on or after such third anniversary of the issuance of the Merger Convertible Notes, any remaining amounts that would be owed to, but excluding, the fourth anniversary of the issuance of the Merger Convertible Notes (the “Interest Make-Whole Payment”). The Interest Make-Whole Payment will be payable in cash or shares of Parent Common Stock as set forth in the Indenture. The terms of the Merger Convertible Notes require Kaleyra to repurchase the Merger Convertible Notes for cash at the option of the holder in the event of a fundamental change. The Merger Convertible Notes provide that the delisting of our common stock from the NYSE would constitute a “fundamental change” under Section 15.02 of the Indenture, which would entitle each holder, at such holder’s option, to require the Company to repurchase for cash all or any portion of such holder’s notes at a repurchase price equal to 100 % of the principal amount thereof, plus accrued and unpaid interest thereon. On November 7, 2022, Kaleyra received a written notice from the NYSE that it was not in compliance with the continued listing criteria set forth in Section 802.01C of the NYSE’s Listed Company Manual with respect to the minimum share price requirement. Kaleyra is committed to regaining compliance with the share price rule within the six-month cure period following the receipt of the notice. In addition, at the date of issuance of its consolidated financial statements, the Company has measured its compliance with the continued listing criteria set forth in Section 802.01B of the NYSE’s Listed Company Manual with respect to the minimum market capitalization and shareholders' equity requirement, and concluded that it was not in compliance with the aforementioned listing standard. Kaleyra is committed to regaining compliance with the market capitalization and shareholders' equity rule within the eighteen-month cure period, as provided by the NYSE’s Listed Company Manual. Refer to Note 2 - Summary of Significant Accounting Policies in the Company's consolidated financial statements for more information relating Kaleyra's considerations on going concern basis of accounting. Upon the issuance of the Merger Convertible Notes, management made the assessment whether the convertible instrument contained embedded conversion features for bifurcation and concluded that such embedded conversion features met the definition of a derivative but qualified for the scope exception under ASC 815-10-15-74(a) as they are indexed to the Company’s stock and qualify for classification within stockholders’ equity. Management determined that the Interest Make-Whole Payment met the definition of a derivative, but the value was de minimis and as such no amount was recorded at the time of the issuance of the Merger Convertible Notes. Management will continue to monitor the valuation of the Interest Make-Whole Payment provision and assess the need to record a liability in future periods. There was no such liability recorded as of December 31, 2022 and 2021, respectively. As of December 31, 2022, the outstanding amount of the Merger Convertible Notes was $ 191.8 million, net of issuance costs. During the year ended December 31, 2022, contractual interest expense on the Merger Convertible Notes amounted to $ 12.2 million and amortization of the debt issuance costs amounted to $ 2.0 million. The liability is included in the consolidated balance sheet line item “Long-term portion of notes payable” and the interest expense is included in “Financial expense, net” on the consolidated statements of operations. |
Employee Benefit Obligation
Employee Benefit Obligation | 12 Months Ended |
Dec. 31, 2022 | |
Compensation And Retirement Disclosure [Abstract] | |
Employee Benefit Obligation | 12. EMPLOYEE BENEFIT OBLIGATION The Company sponsors two defined benefit plans covering the majority of Italian employees and all of Solutions Infini’s employees. Total costs of the defined benefit plans for the years ended December 31, 2022 and 2021 were $ 501,000 and $ 635,000 , respectively. Changes in obligations of the defined benefit plans is as follows (in thousands): As of December 31, 2022 2021 Benefit obligation at the beginning of the period $ 2,366 $ 1,910 Service cost 465 347 Interest cost 48 37 Actuarial loss (gain) ( 12 ) 251 Benefit paid ( 307 ) ( 158 ) Change in scope of consolidation — 126 Foreign exchange translation reserve ( 140 ) ( 147 ) Benefit obligation at the end of the period $ 2,420 $ 2,366 Of which: Current (1) $ 47 $ 28 Long-term $ 2,373 $ 2,338 (1) Included within “Payroll and payroll related accrued liabilities” in the accompanying consolidated balance sheets. There are no plan assets servicing the defined benefits plans. The assumptions used to determine benefit obligations at year-end are as follows: As of December 31, 2022 2021 Discount rate for the Kaleyra S.p.A. plan (1) 3.91 % 1.00 % Discount rate for the Solutions Infini plan (2) 7.75 % 7.25 % Rate of compensation increase for Kaleyra S.p.A. 3.00 % 3.00 % Rate of compensation increase for Solutions Infini 17.00 % 17.00 % (1) The discount rate for Kaleyra S.p.A. is based on the Euro area composite yields AA with a duration equal to the estimated term of the obligations at the balance sheet date. (2) The discount rate for Solutions Infini is based on the prevailing market yields of Indian government securities at the balance sheet date for the estimated term of the obligations. The Company also has a 401(k) defined contribution plan (“401(k) plan”) covering substantially all U.S. domestic employees. The participation in this plan is voluntary. The Company matches plan participants’ contributions up to various limits. Participants’ contributions are limited based on their compensation and, for certain supplemental contributions which are not eligible for Company matching, based on their age. Contributions for the 401(k) plan were $ 790,000 and $ 339,000 for the years ended December 31, 2022 and 2021, respectively. |
Accumulated Other Comprehensive
Accumulated Other Comprehensive Income (Loss) | 12 Months Ended |
Dec. 31, 2022 | |
Equity [Abstract] | |
Accumulated Other Comprehensive Income (Loss) | 3. ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS) The accumulated balances related to each component of other comprehensive income (loss) are as follows (in thousands): Cumulative Cumulative Accumulated As of December 31, 2020 $ ( 2,832 ) $ 6 $ ( 2,826 ) Other comprehensive income (loss) 786 30 816 As of December 31, 2021 ( 2,046 ) 36 ( 2,010 ) Other comprehensive income (loss) ( 3,224 ) 22 ( 3,202 ) As of December 31, 2022 $ ( 5,270 ) $ 58 $ ( 5,212 ) |
Other Current and Long-Term Lia
Other Current and Long-Term Liabilities | 12 Months Ended |
Dec. 31, 2022 | |
Other Liabilities Disclosure [Abstract] | |
Other Current and Long-Term Liabilities | 14. OTHER CURRENT AND LONG-TERM LIABILITIES Other current liabilities consisted of the following (in thousands): As of December 31, 2022 2021 Liabilities for tax other than income tax $ 1,119 $ 1,210 VAT payables 184 476 Social security liabilities 553 522 Current tax liabilities 647 945 Accrued financial interest 182 139 Operating lease liabilities 758 — Accrued contractual interests on Merger Convertible Notes 1,023 1,024 Finance lease liabilities 182 65 Other miscellaneous 4,783 3,893 Total other current liabilities $ 9,431 $ 8,274 Other long-term liabilities consisted of the following (in thousands): As of December 31, 2022 2021 Warrant liability $ 26 $ 889 Interest rate swaps — 35 Finance lease liabilities 216 129 Operating lease liabilities 2,409 — Other miscellaneous 711 787 Total other long-term liabilities $ 3,362 $ 1,840 |
Supplemental Balance Sheet Info
Supplemental Balance Sheet Information | 12 Months Ended |
Dec. 31, 2022 | |
Balance Sheet Related Disclosures [Abstract] | |
Supplemental Balance Sheet Information | 15. SUPPLEMENTAL BALANCE SHEET INFORMATION Allowance for doubtful accounts A roll-forward of the Company’s allowance for doubtful accounts for the years ended December 31, 2022 and 2021 is as follows (in thousands): Year Ended December 31, 2022 2021 Balance, beginning of the period $ 2,057 $ 850 Accruals 2,327 1,278 Utilization of provision ( 1,101 ) ( 50 ) Effect of foreign exchange rate ( 109 ) ( 21 ) Balance, end of the period $ 3,174 $ 2,057 |
Geographic Information
Geographic Information | 12 Months Ended |
Dec. 31, 2022 | |
Segment Reporting [Abstract] | |
Geographic Information | 16. GEOGRAPHIC INFORMATION Revenue by geographic area is determined on the basis of the location of the customer. The Company generates its revenue primarily in Italy, India, and the United States. The following table sets forth revenue by geographic area for the years ended December 31, 2022 and 2021 (in thousands): Year Ended December 31, 2022 2021 Italy $ 66,454 $ 77,410 India 70,366 71,053 United States 131,864 57,271 Europe (excluding Italy) 30,704 19,360 South America 13,008 20,573 Rest of the world 26,772 22,072 Total $ 339,168 $ 267,739 Year Ended December 31, 2022 2021 Italy 19.6 % 28.9 % India 20.7 % 26.6 % United States 38.9 % 21.4 % Europe (excluding Italy) 9.1 % 7.2 % South America 3.8 % 7.7 % Rest of the world 7.9 % 8.2 % As of December 31, 2022, the majority of the Company’s long-lived assets are located in Italy, India and the United States. The following table sets long-lived assets by geographic area as of December 31, 2022 and 2021 (in thousands): As of December 31, 2022 2021 Italy $ 5,649 $ 4,391 India 6,108 3,778 United States 11,168 10,027 Rest of the world 901 615 Total $ 23,826 $ 18,811 As of December 31, 2022 2021 Italy 23.7 % 23.3 % India 25.6 % 20.1 % United States 46.9 % 53.3 % Rest of the world 3.8 % 3.3 % |
Personnel Costs
Personnel Costs | 12 Months Ended |
Dec. 31, 2022 | |
Compensation Related Costs [Abstract] | |
Personnel Costs | 17. PERSONNEL COSTS Personnel costs, net of capitalized software development costs, amounting to $ 64.2 million for the year ended December 31, 2022 (of which $ 21.2 million related to RSUs compensation expense) and $ 53.8 million for the year ended December 31, 2021 (of which $ 20.0 million related to RSUs compensation expense), were allocated as follows (in thousands): Year Ended December 31, 2022 2021 Research and development $ 13,450 $ 13,908 Sales and marketing 14,832 11,007 General and administrative 35,886 28,905 Total Personnel Costs $ 64,168 $ 53,820 Approximately 22 % of the Company employees are subject to a collective Italian national labor agreement expiring on December 31, 2023 . |
Financial Expense, Net
Financial Expense, Net | 12 Months Ended |
Dec. 31, 2022 | |
Financial Expenses Net [Abstract] | |
Financial Expense, Net | 18. FINANCIAL EXPENSE, NET Financial expense, net for the years ended December 31, 2022 and 2021 consisted of the following (in thousands): Year Ended December 31, 2022 2021 Financial Income: Interest income $ 1,188 $ 1,128 Gain on derivatives 96 70 Total Financial Income 1,284 1,198 Financial Expense: Interest expense ( 15,188 ) ( 9,993 ) Investment write-off ( 67 ) — Total Financial Expense ( 15,255 ) ( 9,993 ) Financial expense, net $ ( 13,971 ) $ ( 8,795 ) |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2022 | |
Commitments And Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 19. COMMITMENTS AND CONTINGENCIES Lease Commitments The Company entered into various non-cancellable operating lease agreements for its facilities. Refer to Note 8 - Right-of-use Assets and Lease Liabilities for additional detail on the Company's operating lease commitments. Contingencies As of December 31, 2022, there are no material recognized and unrecognized contingent liabilities that would require to be disclosed for the consolidated financial statements not to be misleading in accordance with ASC 450-20-50. |
Stockholders' Equity (Deficit)
Stockholders' Equity (Deficit) | 12 Months Ended |
Dec. 31, 2022 | |
Stockholders Equity Note [Abstract] | |
Stockholders' Equity (Deficit) | 20. STOCKHOLDERS’ EQUITY (DEFICIT) Common stock The authorized common stock of the Company includes up to 100,000,000 shares. Holders of the Company’s common stock are entitled to one vote for each share of common stock. As of December 31, 2022, there were 13,759,169 shares of common stock issued and 12,959,724 shares outstanding with a par value $ 0.0001 per share. On April 29, 2020, as additional consideration for the Business Combination as an earn-out, Kaleyra issued 503,895 shares of its common stock to the Sellers. On June 29, 2020, the Company completed an offering relating to the issuance and sale of 2,222,222 shares of the Company’s common stock, par value $ 0.0001 per share. In addition, on July 24, 2020, the Company issued an additional 281,405 shares of common stock upon the exercise and close of the overallotment option by the underwriters, pursuant to the terms of the Underwriting Agreement. On June 1, 2021, Kaleyra agreed to pay to Vivial’s former equity holders the common stock consideration for the acquisition of mGage business by means of the issuance of 457,143 shares of Kaleyra common stock, par value $ 0.0001 per share. Further, in support of the consummation of the Merger, on June 1, 2021, Kaleyra agreed to issue and sell, in private placements to close immediately prior to the closing of the Merger, an aggregate of 2,400,000 shares of Kaleyra common stock, par value $ 0.0001 , under the terms of the PIPE Subscriptions Agreements entered into with certain institutional investors. Amounts as of December 31, 2022 and before that date differ from those published in the Company's prior consolidated financial statements as they were retrospectively adjusted as a result of the Reverse Stock Split (as described below in Note 1 - Description of Organization and Business Operations). Specifically, the number of shares of common stock outstanding during periods before the Reverse Stock Split were divided by the split ratio of 3.5 :1, such that each 3.5 shares of common stock were combined and reconstituted into one share of common stock effective March 9, 2023. As of the effective date of the Reverse Stock Split of March 9, 2023, the stated capital on the Company's balance sheet attributable to the common stock has been reduced in the same proportion as the Reverse Stock Split ratio, and the additional paid-in capital account has been credited with the amount by which the stated capital is reduced. Consequently, the per share net income or loss has been retrospectively presented for current and prior periods to conform to the post-reverse split presentation. Refer to Note 24 – Net Loss per Share for further information. Preferred Stock The Company is authorized to issue 1,000,000 shares of preferred stock with such designations, voting and other rights and preferences as may be determined from time to time by the Board of Directors. As of December 31, 2022, there were no shares of preferred stock issued or outstanding. |
Warrants
Warrants | 12 Months Ended |
Dec. 31, 2022 | |
Warrants And Rights Note Disclosure [Abstract] | |
Warrants | 21. WARRANTS Prior to the Reverse Stock Split of the Company's shares of common stock, Kaleyra had issued and outstanding warrants listed on NYSE American to purchase a total of 5,440,662 shares of Kaleyra common stock, with each whole warrant being exercisable to purchase one share of common stock at $ 11.50 per share. After giving effect to the Reverse Stock Split as of March 9, 2023, as described in Note 1 - Description of Organization and Business Operations, the Company’s outstanding warrants are now exercisable for a total of approximately 1,554,475 shares of common stock, with each whole warrant being exercisable to purchase 0.2857 of a share of common stock at $ 40.25 . Under the terms of the warrant agreement dated December 12, 2017 (the “Warrant Agreement”), the Company agreed to use its best efforts to file a new registration statement following the completion of the Business Combination, for the registration of the shares of common stock issuable upon exercise of the warrants. That registration statement was filed by the Company on May 4, 2020 and declared effective by the SEC on May 8, 2020. No fractional shares are issuable upon exercise of the warrants. If, upon exercise of the warrants, a holder would be entitled to receive a fractional interest in a share, the Company will, upon exercise, round down to the nearest whole number for the number of shares of common stock to be issued to the warrant holder. Each warrant became exercisable 30 days after the completion of the Business Combination and will expire five years after the completion of the Business Combination or earlier upon redemption or liquidation. Once the warrants became exercisable, the Company may redeem the outstanding warrants in whole and not in part at a price of $ 0.01 per warrant upon a minimum of 30 days’ prior written notice of redemption, only in the event that the last sale price of the Company’s shares of common stock equals or exceeds $ 63.00 per share for any 20 trading days within the 30 -trading day period ending on the third trading day before the Company sends the notice of redemption to the warrant holders. On April 12, 2021, the SEC issued a SEC Staff Statement on “Accounting and Reporting Considerations for Warrants Issued by Special Purpose Acquisition Companies (“SPACs”) (the “SEC Staff Statement”). The SEC Staff Statement addresses certain accounting and reporting considerations related to warrants of a kind similar to those issued by the Company at the time of its initial public offering in December 2019. Based on ASC 815-40, “Contracts in Entity’s Own Equity”, warrant instruments that do not meet the criteria to be considered indexed to an entity’s own stock shall be initially classified as liabilities at their estimated fair values. In periods subsequent to issuance, changes in the estimated fair value of the derivative instruments should be reported in the consolidated statements of operations. Following the SEC Staff Statement, management evaluated the fact pattern set forth within the Company’s Warrant Agreement and concluded that the warrants issued in connection with private placements that occurred in December 2017 and January 2018 concurrently with its initial public offering (the “Private Placement Warrants”) should have been recorded as a liability at fair value as the Private Placement Warrants were not considered to be indexed to the entity’s own stock. Because the transfer of Private Placement Warrants to anyone other than the initial purchasers or their permitted transferees would result in the Private Placement Warrants having substantially the same terms as warrants issued in the Company’s initial public offering, management determined that the fair value of each Private Placement Warrant approximates the fair value of its publicly traded warrants. Management analyzed the impact of this error on the Company’s prior consolidated financial statements beginning from the date when the Private Placement Warrants were issued and concluded that the adjustments were immaterial to any period presented in previously issued consolidated financial statements. The out-of-period adjustment related to the prior periods was also immaterial to the three months ended March 31, 2021. As a result of this analysis, the Company corrected this error in the three months ended March 31, 2021. On August 24, 2021, the Company entered into Warrant Repurchase Agreements with certain holders to repurchase warrants held by these holders for the purchase of an aggregate amount of 481,277 shares of the Company’s common stock. The warrants were initially issued by the Company in its initial public offering on December 7, 2017. Pursuant to the Warrant Repurchase Agreements, on August 27, 2021, the Company paid $ 11.38 per underlying share of common stock to repurchase these warrants, at an aggregate purchase price of $ 5.5 million for the surrender and cancellation of these warrants held by such holders. During the year ended December 31, 2022 and 2021, the Company recorded interest income equal to $ 863,000 and interest expense to $ 546,000 , respectively, in the consolidated statements of operation line item “Financial expense, net” for the change in fair value of the Private Placement Warrants. As of December 31, 2022, there were 5,440,662 warrants outstanding. |
Restricted Stock Units
Restricted Stock Units | 12 Months Ended |
Dec. 31, 2022 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Restricted Stock Units | 22. RESTRICTED STOCK UNITS (RSUs) After giving effect to the Reverse Stock Split as of March 9, 2023, as described in Note 1 - Description of Organization and Business Operations, the below restricted stock unit information has been retrospectively adjusted to reflect this Reverse Stock Split. In December 2019, RSUs were granted to certain employees and directors and advisory Board members of the Company for a total of 953,170 RSUs shares with an aggregate grant date fair value of $ 27.5 million, based on a per share grant date fair value of $ 28.88 . In particular: • The Board of Directors adopted a form of Restricted Stock Unit award Agreement and agreed to grant to certain employees of Kaleyra or its subsidiaries (i) 236,121 restricted stock units that vested in one year from the grant date, (ii) 31,624 restricted stock units that vested upon the final determination that the Business Combination’s definition of 2019 targeted adjusted EBITDA was achieved, (iii) 31,623 restricted stock units that were forfeited upon the final determination that the Business Combination’s definition of 2020 targeted adjusted EBITDA was not achieved, and (iv) 37,971 restricted stock units that were cancelled upon the termination of certain employees. • The Board of Directors of the Company granted to certain employees, directors and advisory board members of the Company a total of 577,260 RSUs. These RSUs have no performance conditions and vest as follows: (i) 25 % of the shares vested on February 1, 2021 and (ii) the remaining 75 % vest in equal quarterly installments over a three-year period starting from February 1, 2021. • The Board of Directors of the Company and certain advisory board members were granted a total of 38,571 RSUs. These RSUs have no performance conditions and vested 40 % on February 1, 2020 with the remaining RSUs vesting ratably over the subsequent three quarters. During the year 2022 and 2021, the Board’s Compensation Committee approved the grant of 858,182 and 944,513 RSUs, respectively, to employees and directors of the Company eligible for Kaleyra’s retention plans. These RSUs have no performance conditions and their most common vesting schedule is as follows: (i) 25 % of the shares vest in one year of the grant date and (ii) the remaining 75 % vest in equal quarterly installments over the following three-year period. The following table sets forth the activity in the number of outstanding RSUs for the year ended December 31, 2022 (on a post-reverse split basis): Number of shares Weighted-average Non-vested as of December 31, 2021 1,249,720 $ 36.15 Vested ( 990,727 ) $ 27.73 Granted 858,182 $ 19.49 Cancelled ( 115,104 ) $ 32.95 Non-vested as of December 31, 2022 1,002,071 $ 30.57 On March 6, 2023, the Board of Directors approved a 1-for- 3.5 Reverse Stock Split of the Company’s outstanding equity instruments to be effected as of March 9, 2023, as described in Note 1 – Description of Organization and Business Operations. Shares of common stock underlying outstanding restricted stock units were proportionately reduced from 3,507,250 to 1,002,071 as of December 31, 2022. The Reverse Stock Split did not impact the fair value of the restricted stock units previously recorded and no modification accounting under ASC 718-20-35-2A is required because all the three following conditions were met: (i) the fair value of the modified award is the same as the fair value of the original award immediately before the original award is modified; (ii) the vesting conditions of the modified award are the same as the vesting conditions of the original award immediately before the original award is modified and (iii) the classification of the modified award as an equity instrument is the same as the classification of the original award immediately before modification. RSUs compensation expense for the years ended December 31, 2022 and 2021 was $ 21.2 million and $ 20.0 million, respectively, which was recorded as follows (in thousands), net of capitalized RSUs compensation expense: Year Ended December 31, 2022 2021 Research and development $ 2,131 $ 3,707 Sales and marketing 2,890 2,075 General and administrative 16,149 14,209 Total $ 21,170 $ 19,991 As of December 31, 2022, there was $ 12.4 million of unrecognized compensation cost related to non-vested RSUs to be recognized over a weighted-average remaining period of 1.29 years. As of December 31, 2021, there was $ 26.3 million of unrecognized compensation cost related to non-vested RSUs to be recognized over a weighted-average remaining period of 1.35 years. As of December 31, 2022, the number of securities remaining available for future issuances under the 2019 EIP, excluding the number of non-vested RSUs, was 867,376 units (on a post-reverse split basis). As of December 31, 2021, the number of securities remaining available for future issuances under the 2019 Equity Incentive Plan, excluding the number of non-vested RSUs, was 954,515 units (on a post-reverse split basis). |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 23. INCOME TAXES The Company provides for income taxes using an asset and liability approach under which deferred income taxes are provided for based upon enacted tax laws and rates applicable to periods in which the taxes become payable. The following table presents domestic and foreign components of loss before income tax benefit for the years ended December 31, 2022 and 2021 (in thousands): Year Ended December 31, 2022 2021 Domestic $ ( 86,667 ) $ ( 39,536 ) Foreign ( 16,016 ) ( 2,150 ) Loss before income tax benefit $ ( 102,683 ) $ ( 41,686 ) The provision for federal and state income taxes consists of the following (in thousands): Year Ended December 31, 2022 2021 Current Domestic: US federal corporate income tax $ 50 $ ( 959 ) US state corporate income tax 162 78 Foreign: Foreign corporate income tax 522 1,244 Current 734 363 Deferred US federal corporate income tax ( 3,411 ) ( 6,407 ) US state corporate income tax ( 182 ) ( 1,272 ) Foreign ( 1,296 ) ( 373 ) Deferred ( 4,889 ) ( 8,052 ) Income tax benefit $ ( 4,155 ) $ ( 7,689 ) The differences between income taxes expected by applying the U.S. federal statutory tax rate of 21 % and the amount of income taxes provided for are as follows (in thousands): Year Ended December 31, 2022 2021 Loss before income tax benefit $ ( 102,683 ) $ ( 41,686 ) Primary tax rate of the Company (1) 21.00 % 21.00 % Tax benefit calculated according to the Company's primary tax rate ( 21,563 ) ( 8,754 ) State income tax, net of Federal ( 1,423 ) ( 2,082 ) Foreign tax rates differences (2) 3,885 ( 308 ) Change in valuation allowance 13,117 2,032 Costs not deductible for tax purposes 1,829 1,107 Foreign undistributed earnings (3) — 316 Stock based compensation — — Reported income tax benefit $ ( 4,155 ) $ ( 7,689 ) (1) For the years ended December 31, 2022 and 2021, “primary tax rate of the Company” means the U.S. federal tax rate ( 21 %). (2) For the years ended December 31, 2022 and 2021, “foreign” relates to tax jurisdictions outside the United States. (3) Companies subject to the Global Intangible Low-Taxed Income provision (GILTI) have the option to account for the GILTI tax as a period cost if and when incurred, or to recognize deferred taxes for outside basis temporary differences expected to reverse as GILTI. We have elected to account for GILTI as a period cost. Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. The following table presents the significant components of the Company’s deferred tax assets and liabilities (in thousands): As of December 31, 2022 2021 Deferred tax assets: Capitalized costs $ 1,896 $ 2,531 Asset revaluation 6,037 5,684 Deferred interest expense 12,497 9,529 Deferred compensation liabilities 5,376 4,474 Property and equipment 44 — Reserves and accruals 1,125 1,461 Net operating loss carryforward 48,806 41,817 Other 305 31 Total deferred tax assets 76,086 65,527 Less: valuation allowance ( 60,542 ) ( 33,967 ) Total deferred tax assets, net 15,544 31,560 Deferred tax liabilities: Intangible assets 13,976 30,664 Undistributed profits — 938 Property and equipment 1,431 1,111 Other 137 — Total deferred tax liabilities 15,544 32,713 Net deferred tax assets (liabilities) $ — $ ( 1,153 ) As of December 31, 2022, the Company has federal, state and foreign net operating loss carryforwards totaling $ 174.7 million, $ 203.6 million and $ 33.6 million, respectively. If not utilized, federal net operating losses of $ 90.4 million will expire at various dates from 2032 through 2037 , and $ 84.3 million federal net operating losses have indefinite lives. State net operating losses of $ 176.0 million will expire at various dates from 2023 through 2041 , and $ 27.5 million state net operating losses have indefinite lives. Foreign net operating losses will expire at various dates from 2023 through 2027 . With the exception of post-acquisition losses occurring after May 31, 2021, domestic net operating loss carryforwards are subject to an annual limitation as a result of the Kaleyra US Inc., f/k/a mGage, acquisition and Kaleyra Inc. equity offerings that resulted in multiple changes of ownership as defined under Internal Revenue Code (IRC) Section 382. Kaleyra US Inc. accounts for $ 31.1 million IRC Section 163(j) deferred interest tax attribute that is similarly subject to IRC §382 limitation. IRC §163(j) interest expense carryforwards have indefinite lives, and generally limited to an annual utilization limitation of thirty percent of adjusted taxable income plus business interest income. California net operating loss deductions are limited to a member's contribution to combined California taxable income. The Company's net operating losses are not expected at this time to expire as a result of any IRC §382 limitation. The Company’s accounting for deferred taxes involves the evaluation of a number of factors concerning the realizability of its net deferred tax assets. The Company primarily considered such factors as its history of operating losses, the nature of the Company’s deferred tax assets, and the timing, likelihood and amount, if any, of future taxable income during the periods in which those temporary differences and carryforwards become deductible. The Company believes that its recorded deferred tax asset balances in excess of its recorded deferred tax liabilities as of December 31, 2022 will not be realizable on more likely than not basis, and accordingly a valuation allowance has been established for the amount of the deferred tax assets on net operating loss carryforward, startup costs, deferred interest expense, stock based compensation and other deferred tax assets in excess of the deferred tax liabilities. Under the acquisition method of accounting for business combinations, if we identify changes to acquired deferred tax asset valuation allowances or liabilities related to uncertain tax positions during the measurement period, and they are related to new information obtained about facts and circumstances that existed as of the acquisition date, those changes are considered a measurement-period adjustment, and we record the offset to goodwill. We record all other changes to deferred tax asset valuation allowances and liabilities related to uncertain tax positions in current-period income tax expense. This accounting applies to all of our acquisitions, regardless of acquisition date. The Company's measurement period for its mGage acquisition accounting concluded in the current year. The Company recognizes interest and penalties, if any, related to an underpayment of income taxes in income tax expense. As of December 31, 2022 and 2021, the Company has accumulated zero and $ 65,000 in interest expense, respectively. A reconciliation of the beginning and ending amounts of gross unrecognized tax benefits as of December 31, 2022 and 2021 is as follows (in thousands): As of December 31, 2022 2021 Gross unrecognized tax benefits, beginning of the year $ 1,217 $ 630 Additions for tax positions of prior years — 481 Additions for tax positions related to the current year — 99 Reductions due to a lapse of the applicable statute of limitations ( 1 ) ( 48 ) Reductions for tax positions of prior years ( 716 ) — Effect of exchange rate — ( 10 ) Subtotal 500 1,152 Interest and penalties — 65 Total gross unrecognized tax benefits, end of the year $ 500 $ 1,217 Kaleyra files income tax returns in the United States and in foreign jurisdictions including Italy, India, Germany, United Kingdom, Canada, Netherlands, Dominican Republic, South Africa and Greece. As of December 31, 2022, the tax years 2017 through the current period remain open to examination in each of some of the major jurisdictions in which the Company is subject to tax. On March 27, 2020, the United States enacted the CARES Act in response to the COVID-19 pandemic. The CARES Act, among other things, permits net operating loss carryovers and carrybacks to offset 100 % of taxable income for taxable years beginning before 2021. In addition, the CARES Act allows net operating losses incurred in 2018, 2019 and 2020 to be carried back to each of the five preceding taxable years to generate a refund of previously paid income taxes. The Company filed an NOL carryback to recover $ 959,000 prior paid taxes. On December 27, 2020, the Consolidated Appropriations Act 2021 was signed into law and extends several CARES Act provisions. As of December 31, 2020, the Company has determined that neither this Act nor changes to income tax laws or regulations in other jurisdictions is expected to have a significant impact on our effective tax rate. In the second quarter of 2021, the Company benefited from the measures introduced in Italy by the art. 110 of the Law Decree n. 104/2020, converted in the Law n. 126/2020, enacting “Urgent measures to support and relaunch the economy”, which reopened the voluntary step up of tangible and intangible assets, with the application of a substitute tax at a rate of three percent. In particular, Kaleyra S.p.A. benefited from the one-time partial step-up of its trademark for tax purposes of $ 24.3 million, which resulted in the recognition in 2021 of deferred tax assets for $ 5.8 million and a substitute tax liability for approximately $ 730,000 , which was fully offset by an increase to Kaleyra S.p.A.'s valuation allowance. Budget Law n.234 issued on December 31, 2021, extended the amortization period from eighteen to fifty years retroactively to all elections. The Company's second installment payment for approximately $ 220,000 was paid in August 2022. |
Net Loss Per Share
Net Loss Per Share | 12 Months Ended |
Dec. 31, 2022 | |
Earnings Per Share [Abstract] | |
Net Loss Per Share | 24. NET LOSS PER SHARE The following table sets forth the calculation of basic and diluted loss per common share during the period presented (in thousands, except share and per share data): Year Ended December 31, 2022 2021 Net loss $ ( 98,528 ) $ ( 33,997 ) Weighted-average shares used to compute net loss per common share, basic and diluted 12,534,749 10,580,485 Net loss per common share, basic and diluted $ ( 7.86 ) $ ( 3.21 ) (1) The shares and net losses per common share, basic and diluted, as of December 31, 2022 and before that date differ from those published in our prior consolidated financial statements as they were retrospectively adjusted as a result of the Reverse Stock Split (as described in Note 1 - Description of Organization and Business Operations). The Company generated a net loss attributable to the Company’s common stockholders for each of the years ended December 31, 2022 and 2021. Accordingly, the effect of dilutive securities is not considered in the net loss per share for such periods because their effect would be anti-dilutive on the net loss per share. For the year ended December 31, 2022, the post-reverse split weighted-average number of outstanding shares of common stock equivalents, which were excluded from the calculation of the diluted net loss per share attributable to common stockholders as their effect would be anti-dilutive, was 1,399,420 ( 3,158,249 for the year ended December 31, 2021), including the shares of common stock underlying the Company’s outstanding equity awards. |
Transactions with Related Parti
Transactions with Related Parties | 12 Months Ended |
Dec. 31, 2022 | |
Related Party Transactions [Abstract] | |
Transactions with Related Parties | 25. TRANSACTIONS WITH RELATED PARTIES During the year ended December 31, 2022 and 2021, related party transactions, other than compensation and similar arrangements in the ordinary course of business, were as follows: i. Legal services rendered by a partner of Studio Legale Chiomenti, a family member of a key manager employed with the Company until October 31, 2022. Costs incurred by the Company for the above services were $ 12,000 and $ 159,000 in the years ended December 31, 2022 and 2021, respectively. The key manager has been removed from the payroll as of November 1, 2022 and has not received any more payments from Kaleyra S.p.A.; ii. Alessandra Levy, the spouse of Kaleyra’s Chief Executive Officer, Dario Calogero, was an employee within the marketing team of Kaleyra S.p.A. until October 31, 2022. Ms. Levy received salary and benefits in the amount of $ 437,000 and $ 245,000 for the years ended December 31, 2022 and 2021, respectively. Alessandra Levy has been removed from the payroll as of November 1, 2022 and has not received any more payments from Kaleyra S.p.A.; iii. Pietro Calogero, the son of Kaleyra’s Chief Executive Officer, Dario Calogero, is an employee within the research and development team of Kaleyra S.p.A. Mr. Pietro Calogero received salary and benefits in the amount of $ 50,000 and 55,000 for the years ended December 31, 2022 and 2021, respectively; and iv. Lynrock Lake LP, holding more than 10% beneficial ownership of shares of common stock of Kaleyra, as reported in the Form 13G/A filed by Lynrock Lake LP with the SEC on February 14, 2023, including shares of common stock issuable upon conversion of the Company’s Merger Convertible Note. Refer to Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters for additional information. The following table presents the expenses for related parties reported in the consolidated statements of operations (in thousands): Year Ended December 31, 2022 2021 Research and development $ 50 $ 55 Sales and marketing 437 245 General and administrative 12 159 Financial expense, net — 63 |
Legal Matters
Legal Matters | 12 Months Ended |
Dec. 31, 2022 | |
Commitments And Contingencies Disclosure [Abstract] | |
Legal Matters | 26. LEGAL MATTERS From time to time, Kaleyra may be involved in litigation relating to claims arising out of its operations in the normal course of business. Kaleyra is not currently involved in any material legal proceedings as a defendant. On October 17, 2018 , Kaleyra filed a claim against Vodafone Italia S.p.A . (“Vodafone”) before the Court of Milan seeking compensation in the amount of € 6.1 million ($ 6.9 million at the December 31, 2021 exchange rate) for all the damages suffered as a consequence of the illicit and anticompetitive conduct of Vodafone, as previously determined by the Italian Antitrust Authority (namely, Autorità Garante della Concorrenza e del Mercato or AGCM) in their decisions issued on December 13, 2017; Vodafone has appealed that sanctioning resolution before the Italian Regional Administrative Court. The deadline for filing a counterclaim by Vodafone has passed and according to Italian Law, Vodafone is no longer entitled to file a counterclaim against Kaleyra in these proceedings. Both Kaleyra and Vodafone filed their final pleadings on October 1, 2019 and October 21, 2019. The Court of Milan has decided to suspend the procedure, through order no. 1570 on May 18, 2020. The decision of the Court of Milan is based on procedural reasons only (concerning the unprecedented definition of the relationship between administrative and civil proceedings in the case at hand) and does not analyze or take into any consideration the merits of the action brought by Kaleyra. The procedural suspension ordered by the Court of Milan shall last until the appeal brought by Vodafone before the Italian Regional Administrative Court against the decision of the Italian Antitrust Authority (the “ICA”) is concluded with a definitive judgment. Accordingly, following the order of suspension issued by the Civil Court of Milan, on August 10, 2020, Kaleyra filed a request to speed up the scheduling of the hearing in relation to the pending appeal before the Italian Regional Administrative Court brought by Vodafone Italia. The Court upheld Kaleyra’s request and the hearing took place on February 24, 2021. Accordingly, the parties submitted their final defenses. On September 15, 2021, the Administrative Court issued its first instance decision that upheld Vodafone’s appeal and annulled the sanctioning resolution issued by the Italian Competition Authority (decision no. 9803/2021). On December 10, 2021, the ICA filed its appeal to the second instance Court (Council of State) against the Administrative Court first instance decision no. 9803/2021 asking to overrule it. Both Vodafone and Kaleyra submitted their appearances in the judicial proceeding. The public hearing to discuss the appeal has been scheduled before the Council of State on March 16th, 2023. Until a final decision is reached by the Council of State there will be no effect on the civil proceeding that will therefore remain suspended. The outcome of such action cannot be determined at this time. Therefore, no recognition of these actions has been made in the consolidated financial statements of the Company. On April 16, 2019 , Kaleyra filed a claim against Telecom Italia S.p.A. (“Telecom”) and Telecom Italia Sparkle S.p.A. (“Sparkle”, jointly with Telecom “Defendants”) before the Court of Milan seeking compensation in the amount of € 8.3 million ($ 10.2 million at the December 31, 2020 exchange rate) for damages suffered after the illicit conduct of both counterparts, determined by the Italian Antitrust Authority in the decision issued on December 13, 2017. At the first hearing before the Court of Milan held for the appearance of the parties on December 11, 2019 , the judge reserved the decision on the possible suspension of the case in consideration of the appeal brought by Telecom Italia S.p.A and Telecom Italia Sparkle S.p.A. against the Italian Antitrust Authority’s decision of December 13, 2017 before the Regional Administrative Court, which is currently pending. By order issued on December 14, 2019, the judge released his reserve and referred the issue concerning the relation between the assessment of the pending administrative case and the one to be carried out in the civil case to a panel composed of three judges. The case was therefore adjourned for a hearing on April 29, 2020 where the parties had to file their final pleadings. On April 9, 2020, following the measures taken by the Italian legislator for the COVID-19 pandemic, the above-mentioned hearing was postponed to and then held on October 7, 2020. At the hearing of October 7, 2020, the parties exposed their closing arguments and the decision on the preliminary question as to the suspension of the civil proceedings has been reserved to a panel composed of three judges. The parties also submitted written observations concerning the preliminary question. On January 7, 2021, the Court issued an order by which the civil proceedings have been suspended until the decision in the pending administrative case – which was deemed to be prejudicial to the civil one – becomes final (i.e., it is no longer subject to appeal). The order was communicated to the parties via certified electronic mail on January 11, 2021. In light of the average duration of cases before the Italian Administrative Courts and the Defendants’ interest in both having the Italian Competition Authority’s decision annulled and procrastinating the administrative case (on which the civil proceedings now depend pursuant to the above-mentioned order) for dilatory purposes, the civil case is unlikely to proceed in the short term. In order to speed up the administrative proceedings (and thus the civil case), on February 9, 2021, Kaleyra filed an application with the Administrative Court of Latium requesting that the hearing on the merits of the case be held as soon as possible (“istanza di prelievo”). On September 23, 2021, the Defendants filed with the Administrative Court of Latium their “istanza di prelievo” aimed at requesting a prompt schedule of the hearing on the merits of the case. The request is motivated taking into consideration, inter alia, the decision, dated September 15, 2021, by which – in a parallel case – the same Administrative Court annulled the decision by which the Italian Competition Authority (decision no. 9803/2021) ascertained that Vodafone Italia S.p.A. committed an abuse of a dominant position in violation of art. 102 TFEU for margin squeeze (i.e., for behaviors similar to those attributed to the Defendants in the decision). The hearing took place on March 23, 2022. On April 11, 2022, the Administrative Court issued its first instance decision that upheld Telecom and Sparkle’s appeal and annulled the sanctioning resolution issued by the Italian Competition Authority (decision no. 4333/2022). The decision was notified to Kaleyra on April 12, 2022. All the Parties that took part in the proceeding have respectively filed their appeal or cross appeal to the second instance Court (Council of State). The public hearing to discuss the appeal has been scheduled before the Council of State on May 5th, 2023. Until a final decision is reached by the Council of State there will be no effect on the civil proceeding that will therefore remain suspended. Also, in light of the above, neither the outcome of Kaleyra’s civil action nor its duration is predictable at this time. The outcome of such civil action cannot be determined at this time. Therefore, no recognition of these actions has been made in the consolidated financial statements of the Company. In addition to the above, Kaleyra appealed the resolutions issued by the Italian Communications Authority (namely, Autorità per le Garanzie nelle Comunicazioni or AGCom) concerning their request for the annual fee to AGCom for years 2016, 2017, 2018, 2019 and 2020. The first instance proceeding against AGCom’s resolutions for the 2016 contribution was successful for Kaleyra and the Italian Regional Administrative Court annulled the resolutions Kaleyra had appealed (judgement no. 2161/2019). However, AGCom filed its second instance appeal before the Council of State seeking the overruling of the Court’s decision. The appeal has been regularly discussed at the hearing of September 17, 2020 and the Council of State issued its decision number 6175/2020 on October 13, 2020, overruling in part the Regional Court decision. AGCom will have to recalculate the annual contribution due from Kaleyra for year 2016. However, the annual contribution is not considered material to Kaleyra’s consolidated financial statements. For the annual contribution to AGCom relating the years 2017, 2018, 2019 and 2020 the legal proceedings are currently pending before the Italian Regional Administrative Court and no hearing has been scheduled yet. However, the European Court of Justice (“ECJ”) has already delivered its decision on the request for a preliminary ruling submitted by the Council of State on the relevant EU law (case C-399/18). Such decision was delivered on April 29, 2020, in accordance with a simplified procedure due to the previous issuance by the ECJ of a number of judgements on the matter. Finally, Kaleyra took part in two appeals brought before the Regional Administrative Court of Lazio (TAR Lazio) by, respectively, an Association of Content Service Providers (“CSP”) for Value Added Services on mobile network (“VAS”), and one singular CSP, against a specific resolution of the Italian Communications Authority regarding the rules for applying a barring mechanism on the SIM of the final users of VAS (resolution no. 10/21/CONS). Kaleyra filed its interventions in both the judicial proceedings to support the measures issued by AGCom. Specifically, following the hearing before TAR Lazio that took place on March 17, 2021, the Court has issued two orders (no. 1748 and no. 1751, dated March 18, 2021) that rejected the precautionary measures requested by both the plaintiffs, upholding the position represented by Kaleyra to support the legitimacy of the abovementioned resolution. Following the definition of the precautionary phase, both appeals are likely to be discussed on the merits in the next months. As of today, TAR Lazio has not scheduled any further hearing, hence there is no imminent deadline with regard to those judicial proceedings. For the sake of completeness, the final judgments of TAR Lazio on the two appeals above shall not result in any economic direct impact on Kaleyra. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2022 | |
Subsequent Events [Abstract] | |
Subsequent Events | 27. SUBSEQUENT EVENTS On February 14, 2023, Kaleyra held a special meeting of stockholders (the “Special Meeting”) to approve the reverse stock split (the “Reverse Stock Split”). The Board of Directors had the sole discretion as to whether effect the Reverse Stock Split, if at all, within one year of the Special Meeting and to fix the specific ratio for the combination, in the range of 1-for-2 to 1-for-5 , to be determined at the discretion of the Board of Directors and publicly disclosed prior to the effectiveness of such Reverse Stock Split, whereby each outstanding 2 to 5 shares would be reclassified and combined into 1 share of the Company’s common stock , to enable the Company to comply with the NYSE continued listing criteria, as set forth in Section 802.01C of the NYSE’s Listed Company Manual. On February 15, 2023, in conjunction with the Company’s fourth quarter and full year earnings release, the Company announced an initial restructuring and cost reduction program for 2023: the Value Creation Program (the “Program”), previously approved by the Board of Directors on January 12, 2023. The Program is designed to position Kaleyra to serve the demand from global businesses to interact with their customer base using existing and emerging communication channels, while driving labor and cost efficiencies that are available to the Company due to its geographical scale. The Program is goal driven and will begin to deliver results beginning as early as the first quarter of 2023 and will run through the remainder of 2023. As of the date of the announcement, significant cost savings and cash flow improvements have successfully been launched. This includes fixed costs being heavily scrutinized. On March 6, 2023, the Company announced that, following shareholder approval at the Special Meeting of the stockholders held on February 14, 2023, the Company’s Board of Directors approved a 1-for- 3.5 Reverse Stock Split of the Company’s issued and outstanding shares of common stock, par value $ 0.0001 per share, effective as of 12:01 a.m. Eastern Time on March 9, 2023. Beginning with the opening of trading on March 9, 2023, Kaleyra’s common stock began trading on the New York Stock Exchange on a split-adjusted basis under new CUSIP number 483379202 and will continue to trade under the symbol “KLR”. All share, restricted stock unit, and per share information throughout this Annual Report on Form 10-K has been retrospectively adjusted to reflect this Reverse Stock Split in accordance with SEC Staff Accounting Bulletins Topic 4.C, Equity Accounts, Change in Capital Structure (ASC 505-10-S99-4). On March 10, 2023, the Federal Deposit Insurance Corporation (“FDIC”) issued a press release announcing that the FDIC has been appointed as receiver for Silicon Valley Bank (“SVB”). On March 12, 2023, the FDIC issued a press release announcing that depositors will have access to all funds deposited with Silicon Valley Bank starting March 13, 2023. While we continue to proactively monitor the situation involving SVB, our initial assessment indicates our Company maintains a de minimis amount of cash with SVB while not having any credit facilities with SVB. With recent announcements from the Department of the Treasury, Federal Reserve, and FDIC, we have regained access to our account on March 13, 2023, and do not currently anticipate a material impact to our financial condition or operations as a result of SVB’s transition into receivership by the FDIC. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation These consolidated financial statements have been prepared in conformity with U.S. GAAP applicable for an “emerging growth company” as defined in the Jumpstart Our Business Startups Act (“JOBS Act”). The JOBS Act provides, among others, that an emerging growth company can take advantage of an extended transition period for complying with new or revised accounting standards. In particular, an emerging growth company can delay the adoption of certain accounting standards until those standards would apply to private companies. For the purpose of these consolidated financial statements, the Company availed itself of an extended transition period for complying with new or revised accounting standards and, as a result, did not adopt new or revised accounting standards on the relevant dates on which adoption of such standards is required for public companies except for ASU2020-06 and ASU 2017-04. In January 2023, Kaleyra ceased to be an emerging growth company upon the end of fiscal year 2022, following the fifth anniversary of the IPO. Substantial Doubt in Going Concern The accompanying financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. On November 7, 2022, Kaleyra received a written notice (the “Notice”) from the NYSE that it was not in compliance with the continued listing criteria set forth in Section 802.01C of the NYSE’s Listed Company Manual, as the average closing share price of the Company’s common stock was less than $ 1.00 per share over a consecutive 30 trading-day period. Within ten business days of receipt of the Notice, the Company responded to the NYSE with respect to its intent to cure the deficiency and provided available alternatives, including, but not limited to, a reverse stock split, subject to shareholder approval, to regain compliance. Pursuant to Section 802.01C, the Company has a period of six months following the receipt of the Notice to regain compliance with the minimum share price requirement. The Company may regain compliance at any time during the six-month cure period if on the last trading day of any calendar month during the six-month cure period the Company's common stock has a closing share price of at least $ 1.00 and an average closing share price of at least $ 1.00 over the consecutive 30 trading-day period ending on the last trading day of that month. On February 14, 2023, Kaleyra held a special meeting of stockholders (the “Special Meeting”) to approve the reverse stock split (the “Reverse Stock Split”). The Board of Directors had the sole discretion as to whether effect the Reverse Stock Split, if at all, within one year of the Special Meeting and to fix the specific ratio for the combination, in the range of 1-for- 2 to 1-for- 5 , to be determined at the discretion of the Board of Directors and publicly disclosed prior to the effectiveness of such Reverse Stock Split, whereby each outstanding 2 to 5 shares would be reclassified and combined into 1 share of the Company’s common stock , to enable the Company to comply with the NYSE continued listing criteria, as set forth in Section 802.01C of the NYSE’s Listed Company Manual. On March 6, 2023, the Company announced that, following shareholder approval at the Special Meeting of the stockholders held on February 14, 2023, the Company’s Board of Directors approved a 1-for- 3.5 Reverse Stock Split of the Company’s issued and outstanding shares of common stock, par value $ 0.0001 per share, effective as of 12:01 a.m. Eastern Time on March 9, 2023. Beginning with the opening of trading on March 9, 2023, Kaleyra’s common stock began trading on the New York Stock Exchange on a split-adjusted basis under new CUSIP number 483379202 and will continue to trade under the symbol “KLR”. Refer to Note 27 - Subsequent events for more information. In addition, at the date of issuance of its consolidated financial statements, the Company has measured its compliance with the continued listing criteria set forth in Section 802.01B of the NYSE’s Listed Company Manual with respect to the minimum market capitalization and shareholders' equity requirement, and concluded that it was not in compliance with the aforementioned listing standard. The Company has not yet received a non-compliance notice from NYSE. Kaleyra is committed to regaining compliance with the market capitalization and shareholders' equity rule within the eighteen-month cure period, as provided by the NYSE’s Listed Company Manual. Upon receipt of a non-compliance notice from NYSE, the Company plans to respond with respect to its intent to cure the deficiency by providing available alternatives, including, but not limited to, executing a private or public offering or applying to be listed on another market, provided that we meet the continued listing requirements of that market. As of December 31, 2022, and through the date the financial statements are issued, the Company believes it has sufficient liquidity to be able to operate its business for at least 12 months following the date that the financial statements are issued. However, the Company was not in compliance with NYSE continued listing criteria, as described above. The Company’s outstanding Merger Convertible Notes in the amount of $ 191.8 million contain redemption features in the event Kaleyra is not able to maintain its NYSE listing. If Kaleyra fails to regain compliance with the NYSE continued listing requirements, the NYSE may take steps to delist the Company’s securities. Delisting from the NYSE (and the inability of Kaleyra to list its common stock on the Nasdaq Global Select Market or Nasdaq Global Market, or any other eligible market) would trigger a fundamental change under the terms of the Indenture, which would entitle each holder of the Merger Convertible Notes, at such holder’s option, to require Kaleyra to repurchase for cash all or any portion of such holder’s notes at a repurchase price equal to 100 % of the principal amount thereof, plus accrued and unpaid interest thereon – refer to Note 11 – Notes Payable for additional information relating the Merger Convertible Notes. In such event, Kaleyra may not have enough available cash or be able to obtain financing to meet the repurchase obligations that may arise if the Company is not able to regain compliance with the NYSE continued listing criteria for at least the 12 months following the date that the financial statements are issued, and Kaleyra’s failure to repurchase such notes would constitute a default under the Indenture. The Company continues to seek other sources of capital and other alternatives to maintain its listing on the NYSE. In addition, the Company is focusing on improving operations with actions aimed at expanding its customer base, increase revenue and margins from existing customers, reduce costs, as well as expand into geographics where Kaleyra currently has low concentration. On February 15, 2023, to drive improved financial and operating performance, and ensure continued sustainable and scalable growth, the Company announced an initial restructuring and cost reduction program for 2023 (the “Program”). The Program is designed to position Kaleyra to serve the demand from global businesses using existing and emerging communication channels, while driving labor and cost efficiencies. The Program is anticipated to deliver results beginning as early as the first quarter of 2023 and will run through the remainder of 2023. This includes fixed costs being heavily scrutinized. As a result of the Company’s recently launched initiatives, significant improvements in the Company's results are expected in 2023 compared to 2022, with additional growth anticipated in 2024 when compared to 2023. This is further supported by the organizational streamlining aimed at reducing monthly cash payroll costs by more than 15%. Further savings are able to be achieved by leveraging the Company's global footprint to relocate costs from high-cost geographies to low-cost geographies. Despite the measures the Company is undertaking and plans to undertake, the factors outlined above raise substantial doubt about the ability of the Company to continue as a going concern within one year after the date that these financial statements are issued. The Company's financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. |
Substantial Doubt in Going Concern | Substantial Doubt in Going Concern The accompanying financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. On November 7, 2022, Kaleyra received a written notice (the “Notice”) from the NYSE that it was not in compliance with the continued listing criteria set forth in Section 802.01C of the NYSE’s Listed Company Manual, as the average closing share price of the Company’s common stock was less than $ 1.00 per share over a consecutive 30 trading-day period. Within ten business days of receipt of the Notice, the Company responded to the NYSE with respect to its intent to cure the deficiency and provided available alternatives, including, but not limited to, a reverse stock split, subject to shareholder approval, to regain compliance. Pursuant to Section 802.01C, the Company has a period of six months following the receipt of the Notice to regain compliance with the minimum share price requirement. The Company may regain compliance at any time during the six-month cure period if on the last trading day of any calendar month during the six-month cure period the Company's common stock has a closing share price of at least $ 1.00 and an average closing share price of at least $ 1.00 over the consecutive 30 trading-day period ending on the last trading day of that month. On February 14, 2023, Kaleyra held a special meeting of stockholders (the “Special Meeting”) to approve the reverse stock split (the “Reverse Stock Split”). The Board of Directors had the sole discretion as to whether effect the Reverse Stock Split, if at all, within one year of the Special Meeting and to fix the specific ratio for the combination, in the range of 1-for- 2 to 1-for- 5 , to be determined at the discretion of the Board of Directors and publicly disclosed prior to the effectiveness of such Reverse Stock Split, whereby each outstanding 2 to 5 shares would be reclassified and combined into 1 share of the Company’s common stock , to enable the Company to comply with the NYSE continued listing criteria, as set forth in Section 802.01C of the NYSE’s Listed Company Manual. On March 6, 2023, the Company announced that, following shareholder approval at the Special Meeting of the stockholders held on February 14, 2023, the Company’s Board of Directors approved a 1-for- 3.5 Reverse Stock Split of the Company’s issued and outstanding shares of common stock, par value $ 0.0001 per share, effective as of 12:01 a.m. Eastern Time on March 9, 2023. Beginning with the opening of trading on March 9, 2023, Kaleyra’s common stock began trading on the New York Stock Exchange on a split-adjusted basis under new CUSIP number 483379202 and will continue to trade under the symbol “KLR”. Refer to Note 27 - Subsequent events for more information. In addition, at the date of issuance of its consolidated financial statements, the Company has measured its compliance with the continued listing criteria set forth in Section 802.01B of the NYSE’s Listed Company Manual with respect to the minimum market capitalization and shareholders' equity requirement, and concluded that it was not in compliance with the aforementioned listing standard. The Company has not yet received a non-compliance notice from NYSE. Kaleyra is committed to regaining compliance with the market capitalization and shareholders' equity rule within the eighteen-month cure period, as provided by the NYSE’s Listed Company Manual. Upon receipt of a non-compliance notice from NYSE, the Company plans to respond with respect to its intent to cure the deficiency by providing available alternatives, including, but not limited to, executing a private or public offering or applying to be listed on another market, provided that we meet the continued listing requirements of that market. As of December 31, 2022, and through the date the financial statements are issued, the Company believes it has sufficient liquidity to be able to operate its business for at least 12 months following the date that the financial statements are issued. However, the Company was not in compliance with NYSE continued listing criteria, as described above. The Company’s outstanding Merger Convertible Notes in the amount of $ 191.8 million contain redemption features in the event Kaleyra is not able to maintain its NYSE listing. If Kaleyra fails to regain compliance with the NYSE continued listing requirements, the NYSE may take steps to delist the Company’s securities. Delisting from the NYSE (and the inability of Kaleyra to list its common stock on the Nasdaq Global Select Market or Nasdaq Global Market, or any other eligible market) would trigger a fundamental change under the terms of the Indenture, which would entitle each holder of the Merger Convertible Notes, at such holder’s option, to require Kaleyra to repurchase for cash all or any portion of such holder’s notes at a repurchase price equal to 100 % of the principal amount thereof, plus accrued and unpaid interest thereon – refer to Note 11 – Notes Payable for additional information relating the Merger Convertible Notes. In such event, Kaleyra may not have enough available cash or be able to obtain financing to meet the repurchase obligations that may arise if the Company is not able to regain compliance with the NYSE continued listing criteria for at least the 12 months following the date that the financial statements are issued, and Kaleyra’s failure to repurchase such notes would constitute a default under the Indenture. The Company continues to seek other sources of capital and other alternatives to maintain its listing on the NYSE. In addition, the Company is focusing on improving operations with actions aimed at expanding its customer base, increase revenue and margins from existing customers, reduce costs, as well as expand into geographics where Kaleyra currently has low concentration. On February 15, 2023, to drive improved financial and operating performance, and ensure continued sustainable and scalable growth, the Company announced an initial restructuring and cost reduction program for 2023 (the “Program”). The Program is designed to position Kaleyra to serve the demand from global businesses using existing and emerging communication channels, while driving labor and cost efficiencies. The Program is anticipated to deliver results beginning as early as the first quarter of 2023 and will run through the remainder of 2023. This includes fixed costs being heavily scrutinized. As a result of the Company’s recently launched initiatives, significant improvements in the Company's results are expected in 2023 compared to 2022, with additional growth anticipated in 2024 when compared to 2023. This is further supported by the organizational streamlining aimed at reducing monthly cash payroll costs by more than 15%. Further savings are able to be achieved by leveraging the Company's global footprint to relocate costs from high-cost geographies to low-cost geographies. Despite the measures the Company is undertaking and plans to undertake, the factors outlined above raise substantial doubt about the ability of the Company to continue as a going concern within one year after the date that these financial statements are issued. The Company's financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. |
Liquidity | Liquidity As of December 31, 2022, the Company had $ 77.5 million of cash and cash equivalents, $ 480,000 of restricted cash and $ 587,000 of short-term investments with maturity terms between 4 and 12 months held in India. Of the $ 78.6 million in cash, restricted cash and short-term investments, $ 26.6 million was held in U.S. banks, $ 36.1 million was held in Italy, $ 13.0 million was held in India with the remainder held in other banks. Management currently plans to retain the cash in the jurisdictions where these funds are currently held. The consolidated balance sheet as of December 31, 2022 includes total current assets of $ 173.0 million and total current liabilities of $ 117.0 million, resulting in net current assets of $ 56.1 million and a short-term net financial position of $ 62.8 million. Kaleyra finances its operations through a combination of cash generated from operations and from borrowings under Kaleyra bank facilities primarily with banks located in Italy, as well as proceeds from equity offerings and convertible note arrangements. Kaleyra’s long-term cash needs primarily include meeting debt service requirements, working capital requirements and capital expenditures. |
Principles of Consolidation | Principles of Consolidation The consolidated financial statements include the Company and its wholly owned subsidiaries, including Kaleyra S.p.A., Solutions Infini, Kaleyra US Inc., Kaleyra UK Limited, Buc Mobile and TCR, which represent its major operations. All significant intercompany balances and transactions have been eliminated in consolidation. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. These estimates are used for, but not limited to, revenue recognition; allowance for doubtful accounts; valuation of the Company’s stock-based awards; recoverability of goodwill, long-lived and intangible assets; capitalization and useful life of the Company’s capitalized internal-use software development costs; fair value of acquired intangible assets and goodwill; accruals, including tax related provisions and valuation allowances on deferred taxes and legal contingent liabilities; incremental borrowing rate used in present valuing lease liabilities. Estimates are based on historical experience and on various assumptions that the Company believes are reasonable under current circumstances. However, future events are subject to change and best estimates and judgments may require further adjustments; therefore, actual results could differ materially from those estimates. Management periodically evaluates such estimates and they are adjusted prospectively based upon such periodic evaluation. Actual results and outcomes may differ from management’s estimates and assumptions due to risks and uncertainties, including uncertainty in the current economic environment due to the disruptive effects of global inflation, the continuing impact of the novel strain of the coronavirus (“COVID-19”) and the armed conflict between Russia and Ukraine. |
Impact of Macroeconomic Factors | Impact of macroeconomic factors Inflation A combination of circumstances, including governmental fiscal and monetary policies, regional armed conflicts, supply chain constraints, and labor and/or energy shortages, including as a result of the lagging economic impacts of COVID-19, has resulted in significant inflationary trends mainly in the cost of goods sold, labor and other expenses. These inflationary pressures could affect wages, Kaleyra's cost and ability to negotiate the cost of the mobile network operators, the price of its products and services, its ability to meet customer demand, and ultimately the Company's gross margins and operating profit. Notwithstanding the existence of inflationary pressures and the above outlined risks, Kaleyra concluded that its business, operating results, cash flows and financial condition would not be materially adversely affected. Interest rate Interest rates are highly sensitive to many factors including the current international economic and political scenario, as well as other factors beyond Kaleyra’s control. Interest rate risk is the exposure to loss resulting from changes in the level of interest rates and the spread between different interest rates. Kaleyra’s interest rates on the bank borrowing held by Italian commercial banks are at market in Italy and well below market in other geographical locations. The Merger Convertible Notes bear interest at a fixed coupon rate of 6.125 % per annum, and for this reason Kaleyra has no financial or economic interest exposure associated with changes in interest rates. Therefore, Kaleyra does not believe there is material exposure to market risk from changes in interest rates on debt. Foreign currency Kaleyra’s consolidated financial statements are presented in U.S. dollars while the functional currencies of foreign subsidiaries are other than U.S. dollar. The main functional currencies of foreign subsidiaries include: Euro for Kaleyra S.p.A., Indian Rupee for Solutions Infini Technologies Private Limited, Great Britain Pound for Kaleyra UK Limited, United Arab Emirates Dirham for Solutions Infini FZE. More than 50 % of our total revenue was generated outside the United States for the year ended December 31, 2022. The majority of our revenues and operating expenses are denominated in currency other than U.S. dollars, and therefore are currently subject to significant foreign currency risk. To the extent the U.S. dollar weakens against foreign currencies, the translation of these foreign currencies result in increased revenue and operating expenses for our non-U.S. operations. Similarly, our revenue and operating expenses for our non-U.S. operations decrease if the U.S. dollar strengthens against foreign currencies. |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially expose the Company to a concentration of credit risk consist primarily of cash and cash equivalents, restricted cash, short-term investments and trade receivables. The Company maintains its cash and cash equivalents, restricted cash and short-term investments with financial institutions that management believes are financially sound. The Company sells its services to a wide variety of customers. If the financial condition or results of operations of any significant customers deteriorate substantially, the Company's operating results could be adversely affected. To reduce credit risk, management performs ongoing credit evaluations of the financial condition of significant customers. The Company maintains reserves for estimated credit losses on customer accounts when considered necessary. Actual credit losses may differ from the Company’s estimates. In both of the years ended December 31, 2022 and 2021, there was no customer which individually accounted for more than 10 % of the Company’s consolidated total revenue. As of December 31, 2022 and 2021, Kaleyra had zero and one individual customer that accounted for more than 10 % of the Company’s consolidated total trade receivables, respectively. In particular as of December 31, 2021, trade receivables accounted for that one customer amounted to $ 9.6 million. |
Warrant Liability | Warrant Liability The Company accounts for warrants for shares of the Company’s common stock that are not indexed to its own stock as liabilities at fair value on the consolidated balance sheets. The warrants are subject to remeasurement at each balance sheet date and any change in fair value is recognized in “Financial expense, net” on the consolidated statements of operations. The liability is included in the consolidated balance sheet line item “Other long-term liabilities”. The Company will continue to adjust the liability for changes in fair value until the earlier of the exercise or expiration of the common stock warrants. At that time, the portion of the warrant liability related to the common stock warrants will be reclassified to additional paid-in capital. |
Revenue Recognition | Revenue Recognition Kaleyra derives the revenue primarily from usage-based fees earned from the sale of communications services offered through Platforms access to customers and business partners across enterprises. Revenue can be billed in advance or in arrears depending on the term of the agreement; for the majority of customers revenue is invoiced on a monthly basis in arrears. The Company follows the provisions of Accounting Standards Codification (“ASC”) 606, “Revenue from Contracts with Customers” (“ASC 606”). Among other things, ASC 606 requires entities to assess the products or services promised in contracts with customers at contract inception to determine the appropriate unit at which to record revenue, which is referred to as a performance obligation. Revenue is recognized when control of the promised products or services is transferred to customers at an amount that reflects the consideration to which the entity expects to be entitled to in exchange for those products or services. Revenue Recognition Policy Revenue is recognized upon transfer of control of promised products or services to customers in an amount that reflects the consideration Kaleyra expects to receive in exchange for those products or services. Kaleyra enters into contracts that can include various combinations of products and services, which are generally not capable of being distinct and are therefore accounted for as a series of distinct services under a single performance obligation in accordance with ASC 606-10-25-14 and ASC 606-10-25-15. Revenue is recognized net of allowances for any credits and any taxes collected from customers, which are subsequently remitted to governmental authorities. The Company determines revenue recognition through the following steps: • Identification of the contract, or contracts, with a customer; • Identification of the performance obligations in the contract; • Determination of the transaction price; • Allocation of the transaction price to the performance obligations in the contract; and • Recognition of revenue when, or as, the Company satisfies a performance obligation. No significant judgments are required in determining whether products and services are considered distinct performance obligations and should be accounted for separately versus together, or to determine the stand-alone selling price. The Company's arrangements do not contain general rights of return. The contracts do not provide customers with the right to take possession of the software supporting the applications. Amounts that have been invoiced are recorded in trade receivables and in revenue or deferred revenue depending on whether the revenue recognition criteria have been met. Nature of Products and Services The Company’s revenue is recognized upon the sending of a SMS message or the connection of a voice call to the end-user of the Company’s customer using the Company’s Platforms in an amount that reflects the consideration the Company expects to receive from the Company's customer in exchange for those services which is generally based upon agreed fixed prices per unit. Platforms access services are considered a monthly series comprised of one performance obligation and usage-based fees are recognized as revenue in the period in which the usage occurs. After usage occurs, there are no remaining obligations that would preclude revenue recognition. Revenue from usage-based fees represented 93 % of total revenue in both the years ended December 31, 2022 and 2021. Subscription-based fees are derived from certain term-based contracts, such as with the sales of short code subscriptions and customer support, which is generally one year . Term-based contract revenue is recognized on a ratable basis over the contractual term of the arrangement beginning on the date that the service is made available to the customer. Revenue from term-based fees represented 7 % of total revenue in both the years ended December 31, 2022 and 2021. Deferred Revenue Deferred revenue consists of advance cash payments from customers to be applied against future usage and customer billings in advance of revenues being recognized under the Company’s non-cancellable contracts. Deferred revenue is generally expected to be recognized during the succeeding 12-month period and is thus recorded as a current liability. As of December 31, 2022 and 2021, the Company recorded $ 3.5 million and $ 9.6 million, respectively, as deferred revenue in its consolidated balance sheets. In the year ended December 31, 2022, the Company recognized $ 8.4 million of revenue that was included in the deferred revenue balance as of December 31, 2021. Disaggregated Revenue In general, revenue disaggregated by geography is aligned according to the nature and economic characteristics of the Company’s business and provides meaningful disaggregation of the Company’s results of operations. Refer to Note 16 – Geographic Information for details of revenue by geographic area. |
Cost of Revenue | Cost of Revenue Cost of revenue consists primarily of costs of communications services purchased from network service providers. Cost of revenue also includes the cost of the Company’s cloud infrastructure and technology Platforms, amortization of capitalized internal-use software development costs related to the Platforms applications and amortization of developed technology acquired in the business combinations. |
Research and Development Expenses | Research and Development Expenses Research and development expenses consist primarily of personnel costs, the costs of the technology platform used for staging and development, outsourced engineering services, amortization of capitalized internal-use software development costs related to non-platform applications and an allocation of general overhead expenses. The Company capitalizes the portion of its software development costs that meet the criteria for capitalization. |
Internal-Use Software Development Costs | Internal-Use Software Development Costs Certain costs of the technology platform and other software applications developed for internal use are capitalized. The Company capitalizes qualifying internal-use software development costs that are incurred during the application development stage of projects with a useful life greater than one year . Capitalization of costs begins when two criteria are met: (i) the preliminary project stage is completed, and (ii) it is probable that the software will be completed and used for its intended purpose. Capitalization ceases when the software is substantially complete and ready for its intended use, including the completion of all-significant testing. The Company also capitalizes costs related to specific upgrades and enhancements when it is probable the expenditures will result in additional functionality and expenses costs incurred for maintenance and minor upgrades and enhancements. Costs related to preliminary project activities and post-implementation operating activities are expensed as incurred. Capitalized costs of the technology Platforms and other software applications are included in property and equipment. These costs are amortized over the estimated useful life of the software of three to five years on a straight-line basis. Management evaluates the useful life of these assets on an annual basis and tests for impairment whenever events or changes in circumstances occur that could affect the recoverability of these assets. The amortization of costs related to the Platforms applications is included in cost of revenue, while the amortization of costs related to other software applications developed for internal use is included in research and development expenses. |
Advertising Costs | Advertising Costs Advertising costs are expensed as incurred and were $ 875,000 and $ 1.7 million in the years ended December 31, 2022 and 2021, respectively. Advertising costs are included in sales and marketing expenses in the accompanying consolidated statements of operations. |
Marketable Securities | Marketable Securities Investments in marketable securities are carried at fair value and classified as short-term investments. Realized gains and losses on marketable securities are included in “Financial expense, net” on the consolidated statements of operations. Unrealized gains and losses, net of deferred taxes, on marketable securities are included in the consolidated balance sheets as a component of accumulated other comprehensive income (loss). In the event the fair value of an investment declines below its cost basis, management is required to determine if the decline in fair value is other than temporary. If management determines the decline is other than temporary, an impairment charge is recorded. As of December 31, 2022 and 2021, the Company had marketable securities of $ 567,000 and $ 602,000 , respectively, relating to mutual funds with no stated maturity. |
Stock-Based Compensation | Stock-Based Compensation The Company measures and recognizes the compensation expense for restricted stock units (“RSUs”) granted to employees and directors, based on the fair value of the award on the grant date. RSUs give an employee an interest in Company stock but they have no tangible value until vesting is complete. RSUs are equity classified and measured at the fair market value of the underlying stock at the grant date and recognized as expense over the related service or performance period. The Company elected to account for forfeitures as they occur. The fair value of stock awards is based on the quoted price of Kaleyra's common stock on the grant date. Compensation cost for RSUs is recognized using the straight-line method over the requisite service period. |
Employee Benefit Plans | Employee Benefit Plans The Company has defined benefit plans, granted to Italian and Indian employees and regulated by Italian and Indian laws, respectively. The defined benefit plans are calculated based on the employee compensation and the duration of the employment relationship and are paid to the employee upon termination of the employment relationship. The costs of the defined benefit plans reported in the Company’s consolidated statements of operations is determined by actuarial calculation performed on an annual basis. The actuarial valuation is performed using the “Projected Unit Credit Method” based on the employees’ expected date of separation or retirement. |
Income Taxes | Income Taxes The Company accounts for income taxes in accordance with the asset and liability approach method. Deferred tax assets and liabilities are recognized for future tax consequences attributable to temporary differences between the consolidated financial statements carrying amounts of existing assets and liabilities and their respective tax bases, as well as for operating loss and tax credit carryforwards. Deferred tax amounts are determined by using the enacted tax rates expected to be in effect when the temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. A valuation allowance reduces the deferred tax assets to the amount that is more likely than not to be realized. The Company recognizes the effect of income tax positions only if those positions are more-likely-than-not of being sustained. Recognized income tax positions are measured at the largest amount that is greater than fifty percent likely of being realized. Changes in recognition or measurement are reflected in the period in which the change in judgment occurs. The Company accounts for uncertain tax positions by recognizing the financial statement effects of a tax position only when, based upon technical merits, it is more likely than not that the position will be sustained upon examination. The tax benefit recognized is measured as the largest amount of benefit determined on a cumulative probability basis that the Company believes is more likely than not to be realized upon ultimate settlement of the position. The Company records interest and penalties related to an underpayment of income taxes in income tax expense in the consolidated statements of operations. |
Foreign Currency Translation | Foreign Currency Translation Kaleyra’s consolidated financial statements are presented in U.S. dollars while the functional currencies of foreign subsidiaries are other than U.S. dollar. The main functional currencies of foreign subsidiaries include: Euro for Kaleyra S.p.A., Indian Rupee for Solutions Infini Technologies Private Limited, Great Britain Pound for Kaleyra UK Limited, United Arab Emirates Dirham for Solutions Infini FZE. Each company remeasures monetary assets and liabilities denominated in currencies other that its functional currency at period-end exchange rates and non-monetary items are remeasured at historical rates. Remeasurement adjustments are recognized in the consolidated statements of operations as foreign currency (income) loss in the period of occurrence. For legal entities where the functional currency is a currency other than the U.S. dollar, including Kaleyra S.p.A., adjustments resulting from translating the financial statements into U.S. dollar are recorded as a component of accumulated other comprehensive income (loss) in stockholders’ equity (deficit). Monetary assets and liabilities denominated in a currency that is other than the U.S. dollar are translated into U.S. dollar at the exchange rate on the balance sheet date. Revenue and expenses are translated at the weighted average exchange rates during the period. Equity transactions are translated using historical exchange rates. |
Comprehensive Income (Loss) | Comprehensive Income (Loss) Comprehensive income (loss) refers to net loss and other revenue, expenses, gains and losses that, under U.S. GAAP, are recorded as an element of stockholders’ equity (deficit) but are excluded from the calculation of net loss. Refer to Note 13 – Accumulated Other Comprehensive Income (Loss). |
Earnings (Loss) per Share | Earnings (Loss) per Share Basic earnings (loss) per share attributable to common stockholders is calculated by dividing the net income (loss) attributable to common stockholders by the weighted-average number of shares of common stock outstanding for the period. Diluted net income (loss) per share is calculated by giving effect to all potentially dilutive common stock when determining the weighted-average number of common shares outstanding. For purposes of the diluted net income (loss) per share calculation, restricted stock units, options and warrants to purchase common stock are considered common stock equivalents. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all liquid investments with an original maturity of three months or less when purchased to be cash equivalents. Cash equivalents consist of funds deposited into saving accounts. |
Restricted Cash | Restricted Cash Restricted cash consisted of cash deposited into an escrow account with a financial institution as collateral for the purchase consideration to be paid by the Company under the provisions of the Price Adjustment for the Bandyer Acquisition. See Note 5 – Business Combination. The restricted cash balances as of December 31, 2022 and December 31, 2021 were $ 480,000 and 1.7 million, respectively. |
Trade Receivables and Allowance for Doubtful Accounts | Trade Receivables and Allowance for Doubtful Accounts Trade receivables are recorded net of an allowance for doubtful accounts. The allowance for doubtful accounts is estimated based on the Company’s assessment of its ability to collect on customer trade receivables. The Company regularly reviews the allowance by considering certain factors such as historical experience, credit quality, age of trade receivables balances and other known conditions that may affect a customer’s ability to pay. In cases where the Company is aware of circumstances that may impair a specific customer’s ability to meet their financial obligations, a specific allowance is recorded against amounts due from the customer which reduces the net recognized receivable to the amount the Company reasonably believes will be collected. The Company writes-off trade receivables against the allowance when a determination is made that the balance is uncollectible, and collection of the receivable is no longer being actively pursued. The allowance for doubtful accounts was $ 3.2 million and $ 2.1 million as of December 31, 2022 and 2021, respectively. |
Property and Equipment, net | Property and Equipment, net Property and equipment are stated at cost less accumulated depreciation. Depreciation is computed using the straight-line method over the estimated useful life of the related asset. Maintenance and repairs are expensed as incurred. The useful lives of property and equipment are as follows: Internal-use software development costs .. 3 - 5 years Servers ... 3 - 6 years Office equipment ... 3 - 5 years Leasehold improvements ... the shorter of the remaining facility lease term or the estimated useful life of the improvements (1) Furniture and fixtures 5 - 10 years Vehicles . 8 - 10 years Software . 3 - 5 years Other assets ........ 4 - 5 years (1) Including renewal options |
Leases | Leases Effective January 1, 2022, the Company adopted Accounting Standards Codification (“ASC”) 842, “Leases" (“ASC 842”). Among other things, the new leases standard requires the Company to recognize a lease liability and a right-of-use (“ROU”) asset for all leases (except for short-term leases that have a duration of less than or equal to one year) as of the date on which the lessor makes the underlying asset available to the lessee. Under the transition option set forth in ASU 2018-11, the Company was allowed to continue to apply the legacy guidance in ASC 840, “Leases”, including its disclosure requirements, in the comparative prior periods presented in the first-time adoption financial statements. Entities that elect this transition option are still required to adopt the new leases standard using the modified retrospective transition method, but they shall recognize a cumulative-effect adjustment to the opening balance of retained earnings, if applicable, in the period of adoption rather than in the earliest period presented. The Company adopted the standard using the modified retrospective adoption method as of January 1, 2022 and applied it to all leases that existed on that date through the accounting transition date. The prior year comparative financial information was not recast under the new standard and continues to be presented under ASC 840. The Company elected to utilize the package of practical expedients available for expired or existing contracts, which allowed the Company to carryforward historical assessments of (a) whether contracts are or contain leases, (b) lease classification, and (c) initial direct costs. The Company also elected to apply the short-term lease exception for all leases. Under the short-term lease exception, the Company will not recognize ROU assets or lease liabilities for leases that, at the acquisition date, have a remaining lease term of twelve months or less. As a result of implementing this guidance, the Company recognized a $ 3.2 million net operating and financing ROU asset and a $ 3.5 million operating and financing lease liability in its consolidated balance sheet as of January 1, 2022. The ROU asset was presented net of ASC 840 deferred rent, and other immaterial adjustments, of $ 0.3 million. The Company measured the lease liability at the present value of the future lease payments, using its incremental borrowing rate (“IBR”) to discount lease payments, as of January 1, 2022. The IBR was calculated by benchmarking this measure of cost of capital against peer companies operating in the industry. The right-of-use asset is valued at the amount of the lease liability adjusted for the remaining December 31, 2021, balance of unamortized lease incentives, prepaid rent and deferred rent. The lease liability is subsequently measured at the present value of unpaid future lease payments as of the reporting date with a corresponding adjustment to the right-of-use asset. Absent a significant lease modification, the Company will continue to utilize the January 1, 2022 incremental borrowing rate. The Company recognizes operating costs on a straight-line basis and finance lease costs on a front-loaded basis, and presents these costs as operating expenses, along with the amortization of the right-of-use asset, within the consolidated statements of operations and comprehensive loss. Within the consolidated statements of cash flows the Company presents the lease payments made on the operating leases and the net change in operating lease right-of-use asset and lease liability balances within the cash flows from operations, and principal payments made on the finance leases as part of financing activities. The financial results for the year ended December 31, 2022, are presented under the new standard, while the comparative periods presented are not adjusted and continue to be reported in accordance with the Company’s historical accounting policy. Refer to Note 8 - Right-of-use Assets and Lease Liabilities. |
Intangible Assets, net | Intangible Assets, net Intangible assets recorded by the Company are costs directly associated with the fair value of identifiable intangible assets acquired in business combinations and with securing legal registration of patents. Intangible assets with determinable economic lives are carried at cost, less accumulated amortization. Intangible assets arising from business combinations, such as customer relationships, developed technology and trade names, were initially recorded at estimated fair value, as discussed below in the Business Combination section. Amortization is computed over the estimated useful life of each asset on a straight-line basis, except for customer relationships of Buc Mobile and Solutions Infini, which are amortized over the best estimate of their expected useful life using an accelerated method (“sum of years’ digits method”), in order to better approximate the pattern in which their economic benefit are expected to be consumed. The Company determines the useful lives of identifiable intangible assets after considering the facts and circumstances related to each intangible asset. Factors the Company considers when determining useful lives include the contractual term of any agreement related to the asset, the historical performance of the asset, the Company’s long-term strategy for using the asset, any laws or other local regulations which could impact the useful life of the asset and other economic factors, including competition and specific market conditions. Intangible assets without determinable economic lives are carried at cost, not amortized and reviewed for impairment on an annual basis or whenever events or changes in circumstances indicate that the carrying value may not be recoverable. The useful lives of the intangible assets are as follows: Developed technology .... 5 - 15 years Customer relationships ... 7 - 17 years Patent . 5 - 10 years Trade names .. . 8 years |
Goodwill | Goodwill Goodwill represents the excess of the aggregate purchase price over the fair value of net identifiable assets acquired in a business combination. Goodwill is not amortized and is tested for impairment on an annual basis or whenever events or changes in circumstances indicate that the carrying value may not be recoverable. The Company has determined that it operates as three reporting units and has selected December 31 as the date to perform its annual impairment test. In the valuation of goodwill, management must make assumptions regarding estimated future cash flows to be derived from the Company’s business. If these estimates or their related assumptions change in the future, the Company may be required to record an impairment for these assets. Management may first evaluate qualitative factors to assess if it is more likely than not that the fair value of a reporting unit is less than its carrying amount and to determine if an impairment test is necessary. Management may choose to proceed directly to the evaluation, bypassing the initial qualitative assessment. The impairment test involves comparing the fair value of the reporting unit to which goodwill is allocated to its net book value, including goodwill. A goodwill impairment loss would be the amount by which a reporting unit's carrying value exceeds its fair value, however, the loss recognized should not exceed the total amount of goodwill allocated to that reporting unit. No goodwill impairment charges have been recorded for any period presented. |
Recoverability of Long-Lived and Intangible Assets | Recoverability of Long-Lived and Intangible Assets The Company evaluates long-lived assets, including property and equipment and intangible assets, for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets held and used is measured by a comparison of the carrying amount of an asset or an asset group to estimated undiscounted future net cash flows expected to be generated by the asset or asset group. If such evaluation indicates that the carrying amount of the asset or the asset group is not recoverable, any impairment loss would be equal to the amount the carrying value exceeds the fair value. During the year ended December 31, 2022, impairment charges of $ 29.3 million, $ 15.8 million and $ 4.3 million were recorded in relation to customer relationships, developed technology and trade names intangible assets, respectively. No impairment loss was recorded during the year ended December 31, 2021. |
Segment Information | Segment Information The Company’s Chief Executive Officer is the chief operating decision maker, who reviews the Company’s financial information presented on a consolidated basis for purposes of allocating resources and evaluating the Company’s financial performance. Accordingly, the Company has determined that it operates in a single reporting segment. |
Derivatives | Derivatives The Company has not historically entered into hedging derivatives in the ordinary course of its business. The Company entered into certain derivative contracts as interest rate swaps on the bank borrowings to finance the acquisitions. These derivatives were not designated as hedging instruments under U.S. GAAP. Because hedge accounting was not applied, those derivatives have been recorded at fair value on the consolidated balance sheets with changes in fair value recorded in “Financial expense, net” on the consolidated statements of operations. |
Business Combinations | Business Combinations The Company recognizes identifiable assets acquired and liabilities assumed at their acquisition date estimated fair values. Goodwill is measured as the excess of the consideration transferred over the fair value of assets acquired and liabilities assumed on the acquisition date. While the Company uses its best estimates and assumptions as part of the purchase price allocation process to accurately value assets acquired and liabilities assumed, these estimates are inherently uncertain and subject to refinement. Examples of estimates and assumptions in valuing certain of the intangible assets and goodwill the Company has acquired include, but are not limited to, future expected cash flows from acquired developed technologies, existing customer relationships, uncertain tax positions and tax related provisions and valuation allowances and discount rates. Unanticipated events and circumstances may occur that may affect the accuracy or validity of such assumptions, estimates or actual results. The authoritative guidance allows a measurement period of the purchase price allocation that ends when the entity has obtained all relevant information about facts that existed at the acquisition date, and that cannot exceed one year from the date of acquisition. As a result, during the measurement period the Company may record adjustments to the fair values of assets acquired and liabilities assumed, with the corresponding offset to goodwill to the extent that it identifies adjustments to the preliminary purchase price allocation. Upon conclusion of the measurement period or final determination of the values of the assets acquired and liabilities assumed, whichever comes first, any subsequent adjustments will be recorded to the consolidated statements of operations. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The Company’s financial instruments, which include cash, cash equivalents, restricted cash, trade receivables and accounts payable are recorded at their carrying amounts, which approximate their fair value due to their short-term nature. Investments in marketable securities that are considered available-for-sale are recorded at their estimated fair values and classified as short-term investments. Realized gains and losses on marketable securities are included in “Financial expense, net” on the consolidated statements of operations. Unrealized gains and losses on marketable securities are recorded in other comprehensive income (loss). In valuing these items, the Company uses inputs and assumptions that market participants would use to determine their fair value, utilizing valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs. Impairments are considered other than temporary if they are related to deterioration in credit risk or if it is likely that the security will be sold before the recovery of its cost basis. Realized gains and losses and declines in value deemed to be other than temporary are determined based on the specific identification method and are reported in other income, net in the consolidated statements of operations. The accounting guidance for fair value provides a framework for measuring fair value, clarifies the definition of fair value, and expands disclosures regarding fair value measurements. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability (an exit price) in an orderly transaction between market participants at the reporting date. The accounting guidance establishes a three-tiered hierarchy, which prioritizes the inputs used in the valuation methodologies in measuring fair value as follows: Level 1: Unadjusted quoted prices in active markets for identical assets or liabilities accessible to the reporting entity at the measurement date. Level 2: Other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the asset or liability. Level 3: Unobservable inputs for the asset or liability used to measure fair value to the extent that observable inputs are not available, thereby allowing for situations in which there is little, if any, market activity for the asset or liability at measurement date. A financial instrument’s categorization within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement. Net cash settlements on derivatives that do not qualify for hedge accounting are reported as financial income in the “Financial expense, net” on the consolidated statements of operations. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In May 2021, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2021-04 “Earnings Per Share (Topic 260), Debt—Modifications and Extinguishments (Subtopic 470-50), Compensation— Stock Compensation (Topic 718), and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815- 40) Issuer’s Accounting for Certain Modifications or Exchanges of Freestanding Equity-Classified Written Call Options” which clarifies and reduces diversity in an issuer’s accounting for modifications or exchanges of freestanding equity-classified written call options (for example, warrants) that remain equity classified after modification or exchange. An entity should measure the effect of a modification or an exchange of a freestanding equity-classified written call option that remains equity classified after modification or exchange as follows: i) for a modification or an exchange that is a part of or directly related to a modification or an exchange of an existing debt instrument or line-of-credit or revolving-debt arrangements (hereinafter, referred to as a “debt” or “debt instrument”), as the difference between the fair value of the modified or exchanged written call option and the fair value of that written call option immediately before it is modified or exchanged; ii) for all other modifications or exchanges, as the excess, if any, of the fair value of the modified or exchanged written call option over the fair value of that written call option immediately before it is modified or exchanged. The amendments in this update are effective for all entities for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. An entity should apply the amendments prospectively to modifications or exchanges occurring on or after the effective date of the amendments. The Company adopted the amendments, and the adoption did not have a material impact on its consolidated financial statements. In August 2020, the FASB issued ASU 2020-06 “Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40) Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity” which is aimed to address issues identified as a result of the complexity associated with applying generally accepted accounting principles for certain financial instruments with characteristics of liabilities and equity. In addressing the complexity, the FASB focused on amending the guidance on convertible instruments and the guidance on the derivatives scope exception for contracts in an entity’s own equity. For convertible instruments, the Board decided to reduce the number of accounting models for convertible debt instruments and convertible preferred stock. Limiting the accounting models results in fewer embedded conversion features being separately recognized from the host contract as compared with current GAAP. Convertible instruments that continue to be subject to separation models are (1) those with embedded conversion features that are not clearly and closely related to the host contract, that meet the definition of a derivative, and that do not qualify for a scope exception from derivative accounting and (2) convertible debt instruments issued with substantial premiums for which the premiums are recorded as paid-in capital. The Company adopted the amendments in this update as of the beginning of its annual fiscal year 2021, which resulted in the embedded conversion features of the Merger Convertible Note not being separately recognized from the host contract pursuant to their scope exception from derivative accounting under ASC 815-10-15-74(a). The interest make-whole payment feature provided by the Merger Convertible Note met the definition of a derivative but did not fall within the above scope exception, nonetheless its value was de minimis and as such no amount was recorded in the consolidated financial statements at the time of the issuance of the Merger Convertible Notes nor at any subsequent reporting date. In June 2020, the FASB issued ASU 2020-05 “Revenue from Contracts with Customers (Topic 606) and Leases (Topic 842): Effective dates for certain entities” (“ASU 2020-05”), which provides a limited one year deferral of the effective dates of the following updates (including amendments issued after the issuance of the original update) to provide immediate, near-term relief for certain entities for whom these updates are either currently effective or imminently effective: (i) ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606) (“Revenue”); (ii) ASU No. 2016-02, Leases (Topic 842) (“Leases”). The updates in ASU 2020-05 followed the updates to effective dates set forth within ASU 2019-10 “Financial Instruments – Credit Losses (Topic 326), Derivatives and Hedging (Topic 815), and Leases (Topic 842): Effective Dates” (“ASU 2019-10”). The amendments in this ASU amended certain effective dates for the above ASU 2016-02, Leases (including amendments issued after the issuance of the original ASU). The effective dates for Leases after applying ASU 2019-10 were as follows: public business entities, excluding emerging growth companies and smaller reporting companies, for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. All other entities for fiscal years beginning after December 15, 2020, and interim periods within fiscal years beginning after December 15, 2021. In ASU 2019-10, the FASB noted that challenges associated with transition to a major update were often magnified for private companies and smaller public companies. Those challenges became significantly amplified by the business and capital market disruptions caused by the COVID-19 pandemic. For this reason, the FASB issued the amendments in ASU 2020-05 by deferring the effective date for one additional year for entities in the “all other” category that have not yet issued their financial statements (or made financial statements available for issuance) reflecting the adoption of Leases. Therefore, under the amendments of ASU 2020-05, Leases (Topic 842) is effective for entities within the “all other” category for fiscal years beginning after December 15, 2021, and interim periods within fiscal years beginning after December 15, 2022. The Company adopted the amendments in this update in its fiscal year ending December 31, 2022, by using the modified retrospective adoption method as of January 1, 2022, and applied it to all leases that existed on that date through the accounting transition date. In February 2020, the FASB issued ASU 2020-02 “Financial Instruments—Credit Losses (Topic 326) and Leases (Topic 842), Amendments to SEC Paragraphs Pursuant to SEC Staff Accounting Bulletin No. 119 and Update to SEC Section on Effective Date Related to Accounting Standards Update No. 2016-02, Leases (Topic 842)”. This ASU guidance is applicable upon a registrant’s adoption of Accounting Standards Codification (“ASC”) Topic 326. This ASU also adds a note to an SEC paragraph pursuant to the issuance of ASU 2019-10 and certain effective dates amended therein, as noted below. On November 15, 2019, the FASB issued ASU 2019-10 “Financial Instruments—Credit Losses (Topic 326), Derivatives and Hedging (Topic 815), and Leases (Topic 842): Effective Dates”. The amendments in ASU 2019-10 amend certain effective dates for the following major ASUs (including amendments issued after the issuance of the original ASU): a) ASU 2016-13, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (Credit Losses) (“ASU 2016-13”). The amendments in this ASU amend the mandatory effective dates for Credit Losses for all entities as follows: public business entities that meet the definition of a SEC filer, excluding entities eligible to be smaller reporting companies, as defined by the SEC, at the time the ASU was issued, for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. All other entities for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. The Company plans to adopt ASC Topic 326 – Credit Losses in its quarter ending March 31, 2023, by utilizing the Current Expected Credit Losses (CECL) financial model to measure impairment on financial assets, mainly referring to trade receivables, which will result in an estimated cumulative-effect adjustment to the opening balance sheet of retained earnings between $ 500,000 and $ 1.5 million to be recognized on January 1, 2023 under the modified retrospective transition method. b) ASU 2017-12, Derivatives and Hedging (Topic 815): Targeted Improvements to Accounting for Hedging Activities (Hedging). The effective dates for Hedging after applying this ASU are as follows: Public business entities for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. All other entities for fiscal years beginning after December 15, 2020, and interim periods within fiscal years beginning after December 15, 2021. The Company adopted the amendments in this update as of the beginning of its annual fiscal year 2021, and the adoption did not have a material impact on its consolidated financial statements. c) ASU 2016-02, Leases (Topic 842). The effective dates for Leases after applying ASU 2019-10 are as follows: public business entities, excluding emerging growth companies and smaller reporting companies, for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. All other entities for fiscal years beginning after December 15, 2020, and interim periods within fiscal years beginning after December 15, 2021. As noted above, the effective date of this ASU was delayed for one additional year following the issuance of ASU 2020-02 and ASU 2020-05. In August 2018, the FASB issued ASU 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”. This standard aligns the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software. The standard is effective for public business entities for fiscal years beginning after December 15, 2019, and interim periods within those fiscal years. For all other entities, the amendments in this ASU are effective for annual reporting periods beginning after December 15, 2020, and interim periods within annual periods beginning after December 15, 2021. The Company adopted the amendments in this update as of the beginning of its annual fiscal year 2021, and the adoption did not have a material impact on its consolidated financial statements. In August 2018, the FASB issued ASU 2018-14, “Compensation—Retirement Benefits—Defined Benefit Plans—General (Subtopic 715-20)”, which modifies the disclosure requirements for employers that sponsor defined benefit pension or other postretirement plans. The amendments are effective for fiscal years ending after December 15, 2020 for public business entities and for fiscal years ending after December 15, 2021 for all other entities. The Company adopted the amendments in this update as of the beginning of its annual fiscal year 2022, and the adoption did not have a material impact on its consolidated financial statements. In January 2017, the FASB issued ASU 2017-04, “Simplifying the Test for Goodwill Impairment”, which removed the second step of the goodwill impairment test that requires a hypothetical purchase price allocation. A goodwill impairment is now the amount by which a reporting unit’s carrying value exceeds its fair value, not to exceed the carrying amount of goodwill. The Company adopted the amendments in this update as of the beginning of its annual fiscal year 2021, and the adoption did not have a material impact on its consolidated financial statements. In June 2016, the FASB issued ASU 2016-13, “Financial Instruments—Credit Losses: Measurement of Credit Losses on Financial Instruments”, which changes the impairment model for most financial assets. The new model uses a forward-looking expected loss method, which will generally result in earlier recognition of allowances for losses. This ASU is effective for public entities for fiscal years beginning after December 15, 2019, and interim periods within those fiscal years, and for other entities for fiscal years beginning after December 15, 2020 and interim periods within fiscal years beginning after December 15, 2021. As noted above, the effective date of this ASU was delayed for two years following the issuance of ASU 2019-10. In February 2016, the FASB issued ASU 2016-02, “Leases”, which was further clarified by ASU 2018-10, “Codification Improvements to Topic 842, Leases”, and ASU 2018-11, “Leases—Targeted Improvements”, both issued in July 2018. ASU 2016-02 affects all entities that lease assets and will require lessees to recognize a lease liability and a right-of-use asset for all leases (except for short-term leases that have a duration of less than one year) as of the date on which the lessor makes the underlying asset available to the lessee. ASU 2018-10 clarifies or corrects unintended application of guidance related to ASU 2016-02. The amendment affects narrow aspects of ASU 2016-02 related to the implicit rate in the lease, impairment of the net investment in the lease, lessee reassessment of lease classification, lessor reassessment of lease term and purchase options, variable payments that depend on an index or rate and certain transition adjustments. ASU 2018-11 adds a transition option for all entities and a practical expedient only for lessors. The transition option allows entities to not apply the new lease standard in the comparative periods they present in their financial statements in the year of adoption. Under the transition option, entities can opt to continue to apply the legacy guidance in ASC 840, “Leases”, including its disclosure requirements, in the comparative prior periods presented in the year they adopt the new lease standard. Entities that elect this transition option will still be required to adopt the new leases standard using the modified retrospective transition method required by the standard, but they will recognize a cumulative-effect adjustment to the opening balance of retained earnings in the period of adoption rather than in the earliest period presented. The new standards are effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years for a public business entity. For all other entities, the amendments in this ASU are effective for fiscal years beginning after December 15, 2019, and interim periods within fiscal years beginning after December 15, 2020. As noted above, the effective date of this ASU was delayed for two years following the issuance of ASU 2019-10 as amended by ASU 2020-02 and ASU 2020-05. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Summary of Useful Lives of Property and Equipment | The useful lives of property and equipment are as follows: Internal-use software development costs .. 3 - 5 years Servers ... 3 - 6 years Office equipment ... 3 - 5 years Leasehold improvements ... the shorter of the remaining facility lease term or the estimated useful life of the improvements (1) Furniture and fixtures 5 - 10 years Vehicles . 8 - 10 years Software . 3 - 5 years Other assets ........ 4 - 5 years Including renewal options Property and equipment consisted of the following (in thousands): As of December 31, 2022 2021 Internal-use software development costs $ 24,832 $ 16,021 Servers (1) 2,199 2,337 Office equipment (2) 2,926 2,561 Leasehold improvements 707 665 Furniture and fixtures 1,065 979 Assets-in-progress (3) 3,803 3,103 Vehicles (4) 580 21 Software 30 365 Other assets 67 54 Total property and equipment 36,209 26,106 Less: accumulated depreciation and amortization 12,383 7,295 Total property and equipment, net $ 23,826 $ 18,811 (1) Includes servers under finance leases with gross amount of $ 252,000 and accumulated depreciation of $ 134,000 as of December 31, 2022 (gross amount of $ 562,000 and accumulated depreciation of $ 283,000 as of December 31, 2021). (2) Includes office equipment under finance leases with gross amount of $ 18,000 and accumulated depreciation of $ 2,000 as of December 31, 2022 (gross amount and accumulated depreciation of $ 0 as of December 31, 2021). (3) Assets-in progress amounting to $ 3.8 million as of December 31, 2022 refers to internal-use software development costs in-progress ($ 3.1 million as of December 31, 2021). (4) Includes vehicles under finance leases with gross amount of $ 579,000 and accumulated depreciation of $ 323,000 as of December 31, 2022 (gross amount and accumulated depreciation of $ 0 as of December 31, 2021). |
Summary of Useful Lives of Intangible Assets | The useful lives of the intangible assets are as follows: Developed technology .... 5 - 15 years Customer relationships ... 7 - 17 years Patent . 5 - 10 years Trade names .. . 8 years |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Fair Value Disclosures [Abstract] | |
Summary of Assets and Liabilities Measured at Fair Value on a Recurring Basis | The following tables provide the assets and liabilities measured at fair value on a recurring basis as of December 31, 2022 and 2021 (in thousands): Fair Value Hierarchy as of December 31, 2022 Aggregate Level 1 Level 2 Level 3 Fair Value Assets: Mutual funds (1) $ 567 $ — $ — $ 567 Interest rate swap (2) — 66 — 66 Certificates of deposit (3) — 20 — 20 Total Assets $ 567 $ 86 $ — $ 653 Liabilities: Warrant liability (4) — 26 — 26 Total Liabilities $ — $ 26 $ — $ 26 (1) Included in the consolidated balance sheet line item “Short-term investments”. (2) Included in the consolidated balance sheet line item “Other long-term assets”. (3) Included in the consolidated balance sheets line item “Short-term investments”, with maturity terms between 4 and 12 months held in India. (4) Included in the consolidated balance sheet line item “Other long-term liabilities”. Fair Value Hierarchy as of December 31, 2021 Aggregate Level 1 Level 2 Level 3 Fair Value Assets: Mutual funds (1) $ 602 $ — $ — $ 602 Certificates of deposit (2) — 5,634 — 5,634 Total Assets $ 602 $ 5,634 $ — $ 6,236 Liabilities: Interest rate swap (3) $ — $ 35 $ — $ 35 Warrant liability (4) — 889 — 889 Total Liabilities $ — $ 924 $ — $ 924 (1) Included in the consolidated balance sheet line item “Short-term investments”. (2) Included in the consolidated balance sheets line item “Short-term investments”, with maturity terms between 4 and 12 months held in India. (3) Included in the consolidated balance sheet line item “Other long-term liabilities”. (4) Included in the consolidated balance sheet line item “Other long-term liabilities”. |
Summary of Values of Short-term Investments | The values of short-term investments as of December 31, 2022 and 2021 were as follows (in thousands): As of December 31, 2022 2021 Cost Unrealized Unrealized Fair value Cost Unrealized Unrealized Fair value Mutual funds $ 509 $ 58 $ — $ 567 $ 566 $ 36 $ — $ 602 Certificates of deposit 20 — — 20 5,634 — — 5,634 |
Derivative Financial Instrume_2
Derivative Financial Instruments (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Derivative Instruments And Hedging Activities Disclosure [Abstract] | |
Schedule of Gain (Losses) in the Consolidated Statement of Operations Related to Derivative Contracts | The amount and location of the gains (losses) in the consolidated statements of operations related to derivative contracts is as follows (in thousands): Year Ended December 31, Derivatives Not Designed As Hedging Instruments Line Items 2022 2021 Interest rate swap Financial income, net $ 96 $ 70 |
Schedule of Fair Value Derivative Contracts Reported in Consolidated Balance Sheet | The following table presents the fair value and the location of derivative contracts reported in the consolidated balance sheets (in thousands): As of December 31, Derivatives Not Designed As Hedging Instruments Line Items 2022 2021 Interest rate swap Other long-term liabilities $ — $ ( 35 ) Interest rate swap Other long-term assets 66 — Total $ 66 $ ( 35 ) |
Business Combination (Tables)
Business Combination (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Business Acquisition [Line Items] | |
Unaudited Supplemental Pro-forma Information | The following table summarizes the fair value amount recognized for the assets acquired and liabilities assumed as of the acquisition date, and subsequent measurement period adjustments (in thousands): Property and equipment, net $ 116 Developed technology (1) 7,999 Customer relationship (1) 1,798 Goodwill (2) 8,146 Cash and cash equivalents 349 Trade receivables and other current assets 671 Other non current assets 21 Total assets acquired 19,100 Deferred tax liabilities 2,616 Accounts payable and other current liabilities 986 Long term portion of employee benefit obligation 126 Current portion of bank and other borrowings 39 Total liabilities assumed 3,767 Net assets acquired $ 15,333 (1) Identified finite-lived intangible assets. The estimated fair value of the intangible assets acquired was determined by Kaleyra, which considered or relied in part upon a valuation report of a third-party expert. The Company used the income approach to estimate the fair values of the identifiable intangible assets. The estimated useful life is 8 years for customer relationships and 15 years for developed technology. (2) Goodwill is the excess of fair value of the consideration transferred over the fair value of identifiable tangible and intangible assets acquired and liabilities assumed and represents expected synergies of the combination of the acquired business. Goodwill is not deductible for income tax purposes. |
mGage | |
Business Acquisition [Line Items] | |
Summary of Fair Value Amount Recognized for Assets Acquired and Liabilities Assumed | The following table summarizes the fair value amount recognized for the assets acquired and liabilities assumed as of the acquisition date, and subsequent measurement period adjustments (in thousands): Customer relationships (1) $ 76,256 Developed technology (1) 30,033 Trade names (1) 13,060 Deferred tax assets on loss carryforward 19,899 Goodwill (2) 89,391 Accounts receivable and other current assets 29,996 Property and equipment 8,450 Cash and cash equivalents 2,856 Total assets acquired 269,941 Deferred tax liabilities 30,242 Accounts payable and other current liabilities 22,665 Total liabilities assumed 52,907 Net assets acquired $ 217,034 (1) Identified finite-lived intangible assets. The estimated fair value of the intangible assets acquired was determined by the Company, which considered or relied in part upon a valuation report of a third-party expert. The Company used the income approach to estimate the fair values of the identifiable intangible assets. The estimated useful life is 7 to 9 years for customer relationships, 6 years for developed technology and 8 years for trade names. (2) Goodwill is the excess of fair value of the consideration transferred over the fair value of identifiable tangible and intangible assets acquired and liabilities assumed and represents expected synergies of the combination of the acquired business. Goodwill is not deductible for income tax purposes. |
Goodwill and Intangible Asset_2
Goodwill and Intangible Assets, Net (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Summary of Goodwill | Goodwill as of December 31, 2022 and 2021 was as follows (in thousands): Year Ended December 31, 2022 2021 Balance at the beginning of the period $ 110,465 $ 16,657 Goodwill additions related to 2021 acquisitions — 94,361 Purchase price adjustments in the period 3,160 — Effect of exchange rate ( 2,099 ) ( 553 ) Balance at the end of the period $ 111,526 $ 110,465 |
Summary of Intangible Assets | Intangible assets consisted of the following (in thousands): As of December 31, 2022 2021 Gross Accumulated Net Gross Accumulated Net Amortizable Intangible Assets Developed technology $ 23,895 $ 11,162 $ 12,733 $ 40,416 $ 5,393 $ 35,023 Customer relationships 56,336 17,826 38,510 86,792 8,597 78,195 Trade names 8,658 2,568 6,090 13,060 952 12,108 Patent 143 76 67 131 61 70 Total amortizable intangible assets $ 89,032 $ 31,632 $ 57,400 $ 140,399 $ 15,003 $ 125,396 The changes in carrying amounts of intangible assets consisted of the following as of December 31, 2022: Developed technology Customer relationships Trade names Patent Total December 31, 2021 $ 35,023 $ 78,195 $ 12,108 $ 70 $ 125,396 Additions — — — 17 17 Amortizations ( 5,925 ) ( 9,556 ) ( 1,624 ) ( 17 ) ( 17,122 ) Impairments ( 15,770 ) ( 29,357 ) ( 4,319 ) — ( 49,446 ) Foreign exchange ( 595 ) ( 772 ) ( 75 ) ( 3 ) ( 1,445 ) December 31, 2022 $ 12,733 $ 38,510 $ 6,090 $ 67 $ 57,400 |
Summary of Estimated Future Amortization Expense | Total estimated future amortization expense as of December 31, 2022 is as follows (in thousands): As of December 31, 2022 2023 $ 9,010 2024 8,915 2025 8,846 2026 8,777 2027 7,224 2028 and thereafter 14,628 Total $ 57,400 |
Property and Equipment, Net (Ta
Property and Equipment, Net (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Property Plant And Equipment [Abstract] | |
Summary of Useful Lives of Property and Equipment | The useful lives of property and equipment are as follows: Internal-use software development costs .. 3 - 5 years Servers ... 3 - 6 years Office equipment ... 3 - 5 years Leasehold improvements ... the shorter of the remaining facility lease term or the estimated useful life of the improvements (1) Furniture and fixtures 5 - 10 years Vehicles . 8 - 10 years Software . 3 - 5 years Other assets ........ 4 - 5 years Including renewal options Property and equipment consisted of the following (in thousands): As of December 31, 2022 2021 Internal-use software development costs $ 24,832 $ 16,021 Servers (1) 2,199 2,337 Office equipment (2) 2,926 2,561 Leasehold improvements 707 665 Furniture and fixtures 1,065 979 Assets-in-progress (3) 3,803 3,103 Vehicles (4) 580 21 Software 30 365 Other assets 67 54 Total property and equipment 36,209 26,106 Less: accumulated depreciation and amortization 12,383 7,295 Total property and equipment, net $ 23,826 $ 18,811 (1) Includes servers under finance leases with gross amount of $ 252,000 and accumulated depreciation of $ 134,000 as of December 31, 2022 (gross amount of $ 562,000 and accumulated depreciation of $ 283,000 as of December 31, 2021). (2) Includes office equipment under finance leases with gross amount of $ 18,000 and accumulated depreciation of $ 2,000 as of December 31, 2022 (gross amount and accumulated depreciation of $ 0 as of December 31, 2021). (3) Assets-in progress amounting to $ 3.8 million as of December 31, 2022 refers to internal-use software development costs in-progress ($ 3.1 million as of December 31, 2021). (4) Includes vehicles under finance leases with gross amount of $ 579,000 and accumulated depreciation of $ 323,000 as of December 31, 2022 (gross amount and accumulated depreciation of $ 0 as of December 31, 2021). |
Summary of Amortization Expense | The amortization expense was allocated as follows (in thousands): Year Ended December 31, 2022 2021 Cost of revenue $ 3,735 $ 2,432 Research and development 768 306 Total $ 4,503 $ 2,738 |
Right-of-use Assets and Lease_2
Right-of-use Assets and Lease Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Leases [Abstract] | |
Schedule of Componenets of Lease Expense | The components of the lease expense recorded in the consolidated statement of operations were as follows: Year Ended December 31, 2022 Operating lease cost $ 1,311 Finance lease cost Amortization of assets 186 Interest on lease liabilities 17 Short-term lease cost 86 Variable lease cost 129 Total net lease cost $ 1,729 |
Schedule of Supplemental Balance Sheet Information | Supplemental balance sheet information related to leases was as follows: Line Items As of December 31, 2022 Assets: Operating lease assets Operating right-of-use assets $ 2,931 Finance lease assets Property and equipment, net $ 389 Total leased assets $ 3,320 Liabilities: Current Operating Other current liabilities 758 Finance Other current liabilities 182 Long term Operating Other long-term liabilities 2,409 Finance Other long-term liabilities 216 Total leased liabilities $ 3,565 |
Schedule of Supplemental Cash Flow and Other Information Information Related to Lease | Supplemental cash flow and other information related to leases was as follows: Year Ended December 31, 2022 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 1,331 Operating cash flows from finance leases (interest) 17 Financing cash flows from finance leases 183 Weighted average remaining lease term (in years): Operating leases 3.5 Finance leases 0.1 Weighted average discount rate: Operating leases 4.27 % Finance leases 4.27 % |
Schedule of Maturities of Lease Liabilities | Maturities of lease liabilities were as follows: As of December 31, 2022 Operating leases Finance leases Total 2023 $ 872 $ 195 $ 1,067 2024 721 138 859 2025 691 52 743 2026 481 25 506 2027 274 11 285 2028 and thereafter 470 — 470 Total undiscounted lease payments 3,509 421 3,930 Present value discount 343 22 365 Present value $ 3,166 $ 399 $ 3,565 Lease liability, current $ 758 $ 182 $ 940 Lease liability, long term $ 2,409 $ 216 $ 2,625 As of December 31, 2022, the Company has no additional operating and finance lease obligati |
Schedule of Future Minimum Lease Payments under Leasing Obligations | Future minimum lease payments under leasing obligations as of December 31, 2021, were as follows (in thousands): As of December 31, 2021 Operating leases Capital leases Total 2022 $ 1,374 $ 72 $ 1,446 2023 779 60 839 2024 651 60 711 2025 437 18 455 2026 142 — 142 2027 and thereafter — — — Total Minimum Lease Payments $ 3,383 $ 210 $ 3,593 |
Schedule of Future Minimum Lease Payments under Capital Leases | Future minimum lease payment under capital leases as of December 31, 2021, consisted of the following (in thousands): As of December 31, 2021 Capital leases Total payments $ 210 Less: Interest portion 16 Net capital lease obligation 194 Less: Current portion 65 Long term portion $ 129 |
Other Assets (Tables)
Other Assets (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Other Assets [Abstract] | |
Schedule of Other Current Assets | Other current assets consisted of the following (in thousands): As of December 31, 2022 2021 VAT receivables $ 1,237 $ — Receivables from suppliers 547 483 Credit for tax other than income tax 882 675 Income tax receivables 262 1,195 Other receivables 459 246 Total other current assets $ 3,387 $ 2,599 |
Schedule of Other Long-Term Assets | Other long-term assets consisted of the following (in thousands): As of December 31, 2022 2021 Non-current income tax credit (advances and tax reduced at sources) $ 807 $ 53 Interest rate swaps 66 — Miscellaneous 572 346 Total other long-term assets $ 1,445 $ 399 |
Bank and Other Borrowings (Tabl
Bank and Other Borrowings (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Bank And Other Borrowings [Abstract] | |
Summary of Long-term Bank and Other Borrowings | Long-term bank and other borrowings consist of the following (in thousands) Interest Nominal Rate As of December 31, As of December 31, 2022 2021 Maturity Interest Contractual Rate 2022 2021 UniCredit S.p.A. (Line A Tranche (1) $ 943 $ 2,330 July 2023 Euribor 3 months + 3.10 % (1) 2.80 % 2.80 % UniCredit S.p.A. (Line A Tranche (2) 53 113 November 2023 Euribor 3 months + 3.10 % (1) 2.80 % 2.80 % UniCredit S.p.A. (Line B) 1,324 2,337 May 2024 Euribor 3 months + 2.90 % (1) 2.60 % 2.60 % UniCredit S.p.A. (Line C) 755 1,833 August 2023 Euribor 3 months + 3.90 % 6.03 % 3.33 % Intesa Sanpaolo S.p.A. (Line 1) — 290 April 2022 Euribor 3 months + 2.30 % — 1.73 % Intesa Sanpaolo S.p.A. (Line 2) 1,654 2,872 April 2024 Euribor 3 months + 3.10 % 5.23 % 2.53 % Intesa Sanpaolo S.p.A. (Line 3) 7,927 8,961 June 2026 Euribor 3 months + 2.15 % 4.28 % 1.58 % Intesa Sanpaolo S.p.A. (Line 4) 4,466 5,927 July 2026 Euribor 3 months + 2.20 % 4.33 % 1.63 % Monte dei Paschi di Siena S.p.A. (Line 1) — 76 April 2022 0.95 % — 0.95 % Monte dei Paschi di Siena S.p.A. (Line 2) 356 1,132 June 2023 1.50 % 1.50 % 1.50 % Banco BPM S.p.A. (Line 1) 189 593 June 2023 Euribor 3 months + 2.00 % 4.13 % 2.00 % Banco BPM S.p.A. (Line 3) 3,059 5,014 September 2024 Euribor 3 months + 3.00 % 5.13 % 2.43 % Banco BPM S.p.A. (Line 4) 2,491 — July 2025 Euribor 3 months + 1.95 % 4.08 % — Simest 1 134 189 December 2023 0.50 % 0.50 % 0.50 % Simest 2 133 188 December 2023 0.50 % 0.50 % 0.50 % Simest 3 244 345 December 2023 0.50 % 0.50 % 0.50 % Simest 4 1,150 1,218 April 2027 0.50 % 0.50 % 0.50 % Total bank and other borrowings 24,878 33,418 Less: current portion 11,419 10,508 Total long-term portion $ 13,459 $ 22,910 (1) Interest contractual rate is hedged through interest rate swap financial instruments. Refer to Note 4 - Derivative Financial Instruments for further details. |
Summary of Payments Obliged | As of December 31, 2022, the Company is obliged to make payments as follows (in thousands): As of December 31, 2022 2023 $ 11,419 2024 6,850 2025 4,197 2026 2,268 2027 144 2028 and thereafter — Total $ 24,878 |
Employee Benefit Obligation (Ta
Employee Benefit Obligation (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Compensation And Retirement Disclosure [Abstract] | |
Schedule of Changes in Obligations of Defined Benefit Plans | Changes in obligations of the defined benefit plans is as follows (in thousands): As of December 31, 2022 2021 Benefit obligation at the beginning of the period $ 2,366 $ 1,910 Service cost 465 347 Interest cost 48 37 Actuarial loss (gain) ( 12 ) 251 Benefit paid ( 307 ) ( 158 ) Change in scope of consolidation — 126 Foreign exchange translation reserve ( 140 ) ( 147 ) Benefit obligation at the end of the period $ 2,420 $ 2,366 Of which: Current (1) $ 47 $ 28 Long-term $ 2,373 $ 2,338 (1) Included within “Payroll and payroll related accrued liabilities” in the accompanying consolidated balance sheets. |
Schedule of Assumptions Used to Determine Pension Benefit Obligations | The assumptions used to determine benefit obligations at year-end are as follows: As of December 31, 2022 2021 Discount rate for the Kaleyra S.p.A. plan (1) 3.91 % 1.00 % Discount rate for the Solutions Infini plan (2) 7.75 % 7.25 % Rate of compensation increase for Kaleyra S.p.A. 3.00 % 3.00 % Rate of compensation increase for Solutions Infini 17.00 % 17.00 % (1) The discount rate for Kaleyra S.p.A. is based on the Euro area composite yields AA with a duration equal to the estimated term of the obligations at the balance sheet date. (2) The discount rate for Solutions Infini is based on the prevailing market yields of Indian government securities at the balance sheet date for the estimated term of the obligations. |
Accumulated Other Comprehensi_2
Accumulated Other Comprehensive Income (Loss) (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Equity [Abstract] | |
Schedule of Accumulated Balances Related to Each Component of Other Comprehensive Income (Loss) | The accumulated balances related to each component of other comprehensive income (loss) are as follows (in thousands): Cumulative Cumulative Accumulated As of December 31, 2020 $ ( 2,832 ) $ 6 $ ( 2,826 ) Other comprehensive income (loss) 786 30 816 As of December 31, 2021 ( 2,046 ) 36 ( 2,010 ) Other comprehensive income (loss) ( 3,224 ) 22 ( 3,202 ) As of December 31, 2022 $ ( 5,270 ) $ 58 $ ( 5,212 ) |
Other Current and Long-Term L_2
Other Current and Long-Term Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Other Liabilities Disclosure [Abstract] | |
Schedule of Other Current Liabilities | Other current liabilities consisted of the following (in thousands): As of December 31, 2022 2021 Liabilities for tax other than income tax $ 1,119 $ 1,210 VAT payables 184 476 Social security liabilities 553 522 Current tax liabilities 647 945 Accrued financial interest 182 139 Operating lease liabilities 758 — Accrued contractual interests on Merger Convertible Notes 1,023 1,024 Finance lease liabilities 182 65 Other miscellaneous 4,783 3,893 Total other current liabilities $ 9,431 $ 8,274 |
Schedule of Other Long-term Liabilities | Other long-term liabilities consisted of the following (in thousands): As of December 31, 2022 2021 Warrant liability $ 26 $ 889 Interest rate swaps — 35 Finance lease liabilities 216 129 Operating lease liabilities 2,409 — Other miscellaneous 711 787 Total other long-term liabilities $ 3,362 $ 1,840 |
Supplemental Balance Sheet In_2
Supplemental Balance Sheet Information (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Balance Sheet Related Disclosures [Abstract] | |
Schedule of Allowance for Doubtful Accounts | A roll-forward of the Company’s allowance for doubtful accounts for the years ended December 31, 2022 and 2021 is as follows (in thousands): Year Ended December 31, 2022 2021 Balance, beginning of the period $ 2,057 $ 850 Accruals 2,327 1,278 Utilization of provision ( 1,101 ) ( 50 ) Effect of foreign exchange rate ( 109 ) ( 21 ) Balance, end of the period $ 3,174 $ 2,057 |
Geographic Information (Tables)
Geographic Information (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Segment Reporting [Abstract] | |
Summary of Revenue by Geographic Area | The following table sets forth revenue by geographic area for the years ended December 31, 2022 and 2021 (in thousands): Year Ended December 31, 2022 2021 Italy $ 66,454 $ 77,410 India 70,366 71,053 United States 131,864 57,271 Europe (excluding Italy) 30,704 19,360 South America 13,008 20,573 Rest of the world 26,772 22,072 Total $ 339,168 $ 267,739 Year Ended December 31, 2022 2021 Italy 19.6 % 28.9 % India 20.7 % 26.6 % United States 38.9 % 21.4 % Europe (excluding Italy) 9.1 % 7.2 % South America 3.8 % 7.7 % Rest of the world 7.9 % 8.2 % |
Summary of Long-lived Assets by Geographic Area | The following table sets long-lived assets by geographic area as of December 31, 2022 and 2021 (in thousands): As of December 31, 2022 2021 Italy $ 5,649 $ 4,391 India 6,108 3,778 United States 11,168 10,027 Rest of the world 901 615 Total $ 23,826 $ 18,811 As of December 31, 2022 2021 Italy 23.7 % 23.3 % India 25.6 % 20.1 % United States 46.9 % 53.3 % Rest of the world 3.8 % 3.3 % |
Personnel Costs (Tables)
Personnel Costs (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Compensation Related Costs [Abstract] | |
Schedule of Allocation of Personnel Cost | Personnel costs, net of capitalized software development costs, amounting to $ 64.2 million for the year ended December 31, 2022 (of which $ 21.2 million related to RSUs compensation expense) and $ 53.8 million for the year ended December 31, 2021 (of which $ 20.0 million related to RSUs compensation expense), were allocated as follows (in thousands): Year Ended December 31, 2022 2021 Research and development $ 13,450 $ 13,908 Sales and marketing 14,832 11,007 General and administrative 35,886 28,905 Total Personnel Costs $ 64,168 $ 53,820 |
Financial Expense, Net (Tables)
Financial Expense, Net (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Financial Expenses Net [Abstract] | |
Schedule of Financial Expense, Net | Financial expense, net for the years ended December 31, 2022 and 2021 consisted of the following (in thousands): Year Ended December 31, 2022 2021 Financial Income: Interest income $ 1,188 $ 1,128 Gain on derivatives 96 70 Total Financial Income 1,284 1,198 Financial Expense: Interest expense ( 15,188 ) ( 9,993 ) Investment write-off ( 67 ) — Total Financial Expense ( 15,255 ) ( 9,993 ) Financial expense, net $ ( 13,971 ) $ ( 8,795 ) |
Restricted Stock Units (Tables)
Restricted Stock Units (Tables) - Restricted Stock Units (RSUs) | 12 Months Ended |
Dec. 31, 2022 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Summary of Outstanding RSUs | The following table sets forth the activity in the number of outstanding RSUs for the year ended December 31, 2022 (on a post-reverse split basis): Number of shares Weighted-average Non-vested as of December 31, 2021 1,249,720 $ 36.15 Vested ( 990,727 ) $ 27.73 Granted 858,182 $ 19.49 Cancelled ( 115,104 ) $ 32.95 Non-vested as of December 31, 2022 1,002,071 $ 30.57 |
Summary of RSUs Compensation Expense | RSUs compensation expense for the years ended December 31, 2022 and 2021 was $ 21.2 million and $ 20.0 million, respectively, which was recorded as follows (in thousands), net of capitalized RSUs compensation expense: Year Ended December 31, 2022 2021 Research and development $ 2,131 $ 3,707 Sales and marketing 2,890 2,075 General and administrative 16,149 14,209 Total $ 21,170 $ 19,991 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Schedule of Domestic and Foreign Components of Loss Before Income Tax Benefit | The following table presents domestic and foreign components of loss before income tax benefit for the years ended December 31, 2022 and 2021 (in thousands): Year Ended December 31, 2022 2021 Domestic $ ( 86,667 ) $ ( 39,536 ) Foreign ( 16,016 ) ( 2,150 ) Loss before income tax benefit $ ( 102,683 ) $ ( 41,686 ) |
Schedule of Provision for Federal and State Income Taxes | The provision for federal and state income taxes consists of the following (in thousands): Year Ended December 31, 2022 2021 Current Domestic: US federal corporate income tax $ 50 $ ( 959 ) US state corporate income tax 162 78 Foreign: Foreign corporate income tax 522 1,244 Current 734 363 Deferred US federal corporate income tax ( 3,411 ) ( 6,407 ) US state corporate income tax ( 182 ) ( 1,272 ) Foreign ( 1,296 ) ( 373 ) Deferred ( 4,889 ) ( 8,052 ) Income tax benefit $ ( 4,155 ) $ ( 7,689 ) |
Schedule of Reconciliation of the Statutory Effective Tax Rate | The differences between income taxes expected by applying the U.S. federal statutory tax rate of 21 % and the amount of income taxes provided for are as follows (in thousands): Year Ended December 31, 2022 2021 Loss before income tax benefit $ ( 102,683 ) $ ( 41,686 ) Primary tax rate of the Company (1) 21.00 % 21.00 % Tax benefit calculated according to the Company's primary tax rate ( 21,563 ) ( 8,754 ) State income tax, net of Federal ( 1,423 ) ( 2,082 ) Foreign tax rates differences (2) 3,885 ( 308 ) Change in valuation allowance 13,117 2,032 Costs not deductible for tax purposes 1,829 1,107 Foreign undistributed earnings (3) — 316 Stock based compensation — — Reported income tax benefit $ ( 4,155 ) $ ( 7,689 ) (1) For the years ended December 31, 2022 and 2021, “primary tax rate of the Company” means the U.S. federal tax rate ( 21 %). (2) For the years ended December 31, 2022 and 2021, “foreign” relates to tax jurisdictions outside the United States. (3) Companies subject to the Global Intangible Low-Taxed Income provision (GILTI) have the option to account for the GILTI tax as a period cost if and when incurred, or to recognize deferred taxes for outside basis temporary differences expected to reverse as GILTI. We have elected to account for GILTI as a period cost. |
Components of Deferred Tax Assets and Liabilities | The following table presents the significant components of the Company’s deferred tax assets and liabilities (in thousands): As of December 31, 2022 2021 Deferred tax assets: Capitalized costs $ 1,896 $ 2,531 Asset revaluation 6,037 5,684 Deferred interest expense 12,497 9,529 Deferred compensation liabilities 5,376 4,474 Property and equipment 44 — Reserves and accruals 1,125 1,461 Net operating loss carryforward 48,806 41,817 Other 305 31 Total deferred tax assets 76,086 65,527 Less: valuation allowance ( 60,542 ) ( 33,967 ) Total deferred tax assets, net 15,544 31,560 Deferred tax liabilities: Intangible assets 13,976 30,664 Undistributed profits — 938 Property and equipment 1,431 1,111 Other 137 — Total deferred tax liabilities 15,544 32,713 Net deferred tax assets (liabilities) $ — $ ( 1,153 ) |
Summary of Gross Unrecognized Tax Benefits | A reconciliation of the beginning and ending amounts of gross unrecognized tax benefits as of December 31, 2022 and 2021 is as follows (in thousands): As of December 31, 2022 2021 Gross unrecognized tax benefits, beginning of the year $ 1,217 $ 630 Additions for tax positions of prior years — 481 Additions for tax positions related to the current year — 99 Reductions due to a lapse of the applicable statute of limitations ( 1 ) ( 48 ) Reductions for tax positions of prior years ( 716 ) — Effect of exchange rate — ( 10 ) Subtotal 500 1,152 Interest and penalties — 65 Total gross unrecognized tax benefits, end of the year $ 500 $ 1,217 |
Net Loss Per Share (Tables)
Net Loss Per Share (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Earnings Per Share [Abstract] | |
Schedule of Calculation of Basic and Diluted Loss Per Common Share | The following table sets forth the calculation of basic and diluted loss per common share during the period presented (in thousands, except share and per share data): Year Ended December 31, 2022 2021 Net loss $ ( 98,528 ) $ ( 33,997 ) Weighted-average shares used to compute net loss per common share, basic and diluted 12,534,749 10,580,485 Net loss per common share, basic and diluted $ ( 7.86 ) $ ( 3.21 ) (1) The shares and net losses per common share, basic and diluted, as of December 31, 2022 and before that date differ from those published in our prior consolidated financial statements as they were retrospectively adjusted as a result of the Reverse Stock Split (as described in Note 1 - Description of Organization and Business Operations). |
Transactions with Related Par_2
Transactions with Related Parties (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Related Party Transactions [Abstract] | |
Schedule of Expenses for Related Parties | The following table presents the expenses for related parties reported in the consolidated statements of operations (in thousands): Year Ended December 31, 2022 2021 Research and development $ 50 $ 55 Sales and marketing 437 245 General and administrative 12 159 Financial expense, net — 63 |
Description of Organization a_2
Description of Organization and Business Operations - Additional Information (Details) | 9 Months Ended | 12 Months Ended | |||||||||||
Mar. 06, 2023 $ / shares | Feb. 14, 2023 | Aug. 30, 2021 USD ($) | Jul. 08, 2021 USD ($) | Jun. 01, 2021 USD ($) $ / shares shares | Jun. 01, 2021 USD ($) $ / shares shares | Feb. 18, 2021 USD ($) $ / shares shares | Sep. 30, 2021 USD ($) | Dec. 31, 2022 USD ($) $ / shares | Dec. 31, 2021 USD ($) $ / shares | Nov. 07, 2022 $ / shares | Nov. 15, 2021 | Jul. 01, 2021 | |
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items] | |||||||||||||
Retained earnings (accumulated deficit) | $ (200,618,000) | $ (101,800,000) | |||||||||||
Stockholders' equity, reverse stock split, conversion ratio | 3.5 | ||||||||||||
Common stock, par value | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||||||||
Maximum | |||||||||||||
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items] | |||||||||||||
Common stock, par value | $ / shares | $ 1 | ||||||||||||
Subsequent Event | |||||||||||||
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items] | |||||||||||||
Common stock, par value | $ / shares | $ 0.0001 | ||||||||||||
Cumulative -effect Adjustment | ASU 2016-13 | Minimum | |||||||||||||
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items] | |||||||||||||
Retained earnings (accumulated deficit) | $ 500,000 | ||||||||||||
Cumulative -effect Adjustment | ASU 2016-13 | Maximum | |||||||||||||
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items] | |||||||||||||
Retained earnings (accumulated deficit) | $ 1,500,000 | ||||||||||||
MGage Europe Ltd | |||||||||||||
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items] | |||||||||||||
Ownership percentage | 100% | ||||||||||||
MGage SA DE SV | |||||||||||||
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items] | |||||||||||||
Ownership percentage | 100% | ||||||||||||
Kaleyra US Inc | |||||||||||||
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items] | |||||||||||||
Ownership percentage | 99% | ||||||||||||
Kaleyra Inc | |||||||||||||
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items] | |||||||||||||
Ownership percentage | 1% | ||||||||||||
mGage | |||||||||||||
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items] | |||||||||||||
Business combination, share price per share | $ / shares | $ 41.20 | $ 41.20 | |||||||||||
Acquisition date | Feb. 18, 2021 | Feb. 18, 2021 | |||||||||||
Total purchase price consideration | $ 217,000,000 | $ 218,000,000 | $ 218,000,000 | $ 217,034,000 | |||||||||
Cash consideration | 199,200,000 | $ 198,600,000 | $ 199,200,000 | ||||||||||
Working capital adjustment | $ 997,000 | $ 997,000 | $ 997,000 | ||||||||||
Closing of business combination share consideration | shares | 457,143 | 457,143 | 457,143 | ||||||||||
Business combination, purchase price | $ 18,800,000 | $ 18,800,000 | |||||||||||
Common stock, par value | $ / shares | $ 0.0001 | $ 0.0001 | |||||||||||
mGage | PIPE Subscription Agreements | |||||||||||||
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items] | |||||||||||||
Business combination, share price per share | $ / shares | $ 43.75 | ||||||||||||
Closing of business combination share consideration | shares | 2,400,000 | 2,400,000 | |||||||||||
Business combination, purchase price | $ 200,000,000 | ||||||||||||
Common stock, par value | $ / shares | $ 0.0001 | $ 0.0001 | |||||||||||
Bandyer Srl | |||||||||||||
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items] | |||||||||||||
Cash consideration | $ 15,400,000 | ||||||||||||
Common Stock | |||||||||||||
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items] | |||||||||||||
Stockholders' equity, reverse stock split | each 3.5 shares of common stock were combined and reconstituted into one share of common stock effective March 9, 2023. | ||||||||||||
Stockholders' equity, reverse stock split, conversion ratio | 3.5 | ||||||||||||
Common Stock | Subsequent Event | |||||||||||||
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items] | |||||||||||||
Stockholders' equity, reverse stock split | range of 1-for-2 to 1-for-5 | ||||||||||||
Stockholders' equity, reverse stock split, conversion ratio | 3.5 | ||||||||||||
Common stock, par value | $ / shares | $ 0.0001 | ||||||||||||
Common Stock | Subsequent Event | Minimum | |||||||||||||
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items] | |||||||||||||
Stockholders' equity, reverse stock split, conversion ratio | 0.2 | ||||||||||||
Common Stock | Subsequent Event | Maximum | |||||||||||||
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items] | |||||||||||||
Stockholders' equity, reverse stock split, conversion ratio | 0.5 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Additional Information (Details) | 12 Months Ended | |||||||||
Mar. 06, 2023 $ / shares | Feb. 14, 2023 | Jun. 01, 2021 USD ($) $ / shares shares | Jun. 01, 2021 USD ($) $ / shares shares | Feb. 18, 2021 USD ($) $ / shares shares | Dec. 31, 2022 USD ($) ReportingUnit Customer $ / shares | Dec. 31, 2021 USD ($) ReportingUnit Customer $ / shares | Nov. 07, 2022 $ / shares | Jan. 01, 2022 USD ($) | Dec. 31, 2020 USD ($) | |
Schedule Of Significant Accounting Policies [Line Items] | ||||||||||
Retained earnings (accumulated deficit) | $ (200,618,000) | $ (101,800,000) | ||||||||
Common stock, par value | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||||
Assets Current | $ 173,045,000 | $ 192,180,000 | ||||||||
Liabilities Current | 116,989,000 | 111,440,000 | ||||||||
Net Assets Current | 56,100,000 | |||||||||
Revenue | $ 339,168,000 | $ 267,739,000 | ||||||||
Number of performance obligations | 1 | 1 | ||||||||
Revenue from usage-based fees in total revenue | 93% | 93% | ||||||||
Revenue from term-based fees in total revenue | 7% | 7% | ||||||||
Subscription-based fee contractual period | 1 year | 1 year | ||||||||
Deferred revenue | $ 3,528,000 | $ 9,553,000 | ||||||||
Deferred revenue recognized | $ 8,400,000 | |||||||||
Project useful life | 1 year | |||||||||
Marketable securities | $ 567,000 | 602,000 | ||||||||
Recognized income tax positions | greater than fifty percent | |||||||||
Restricted cash | $ 480,000 | 1,700,000 | ||||||||
Allowance for doubtful accounts | $ 3,174,000 | $ 2,057,000 | $ 850,000 | |||||||
Number of reporting units | ReportingUnit | 3 | 3 | ||||||||
Goodwill impairment charges | $ 0 | $ 0 | ||||||||
Impairment charges | 0 | |||||||||
Cash and cash equivalents | 77,500,000 | 90,001,000 | ||||||||
Restricted cash | 480,000 | 1,701,000 | ||||||||
Short-term investments | 587,000 | $ 6,236,000 | ||||||||
Cash, restricted cash and short term investments | 78,600,000 | |||||||||
Short-term net financial position | 62,800,000 | |||||||||
Operating and financing lease liability | $ 3,565,000 | $ 3,500,000 | ||||||||
Operating and financing ROU asset | 3,200,000 | |||||||||
Deferred rent and other adjustments | $ 300,000 | |||||||||
Stockholders' equity, reverse stock split, conversion ratio | 3.5 | |||||||||
Description on Change in number of shares due to reverse stock split effect | each outstanding 2 to 5 shares would be reclassified and combined into 1 share of the Company’s common stock | |||||||||
Convertible Notes | ||||||||||
Schedule Of Significant Accounting Policies [Line Items] | ||||||||||
Outstanding amount of convertible notes | $ 191,800,000 | |||||||||
Debt instrument repurchase price percentage upon fundamental change | 100% | |||||||||
Interest rate | 6.125% | 6.125% | ||||||||
Customer Relationships | ||||||||||
Schedule Of Significant Accounting Policies [Line Items] | ||||||||||
Impairment charges | $ 29,300,000 | |||||||||
Developed Technology | ||||||||||
Schedule Of Significant Accounting Policies [Line Items] | ||||||||||
Impairment charges | $ 15,800,000 | |||||||||
Trade Names | ||||||||||
Schedule Of Significant Accounting Policies [Line Items] | ||||||||||
Project useful life | 8 years | |||||||||
Impairment charges | $ 4,300,000 | |||||||||
United States | ||||||||||
Schedule Of Significant Accounting Policies [Line Items] | ||||||||||
Revenue | 131,864,000 | $ 57,271,000 | ||||||||
Cash, restricted cash and short term investments | 26,600,000 | |||||||||
Italy | ||||||||||
Schedule Of Significant Accounting Policies [Line Items] | ||||||||||
Revenue | 66,454,000 | 77,410,000 | ||||||||
Cash, restricted cash and short term investments | 36,100,000 | |||||||||
India | ||||||||||
Schedule Of Significant Accounting Policies [Line Items] | ||||||||||
Cash, restricted cash and short term investments | 13,000,000 | |||||||||
Sales and Marketing | ||||||||||
Schedule Of Significant Accounting Policies [Line Items] | ||||||||||
Advertising costs | $ 875,000 | $ 1,700,000 | ||||||||
Minimum | ||||||||||
Schedule Of Significant Accounting Policies [Line Items] | ||||||||||
Short term investments maturity term | 4 months | 4 months | ||||||||
Minimum | Customer Relationships | ||||||||||
Schedule Of Significant Accounting Policies [Line Items] | ||||||||||
Project useful life | 7 years | |||||||||
Minimum | Developed Technology | ||||||||||
Schedule Of Significant Accounting Policies [Line Items] | ||||||||||
Project useful life | 5 years | |||||||||
Minimum | Internal-use Software Development Costs | ||||||||||
Schedule Of Significant Accounting Policies [Line Items] | ||||||||||
Property and equipment, useful life | 3 years | |||||||||
Maximum | ||||||||||
Schedule Of Significant Accounting Policies [Line Items] | ||||||||||
Common stock, par value | $ / shares | $ 1 | |||||||||
Short term investments maturity term | 12 months | 12 months | ||||||||
Maximum | Customer Relationships | ||||||||||
Schedule Of Significant Accounting Policies [Line Items] | ||||||||||
Project useful life | 17 years | |||||||||
Maximum | Developed Technology | ||||||||||
Schedule Of Significant Accounting Policies [Line Items] | ||||||||||
Project useful life | 15 years | |||||||||
Maximum | Internal-use Software Development Costs | ||||||||||
Schedule Of Significant Accounting Policies [Line Items] | ||||||||||
Property and equipment, useful life | 5 years | |||||||||
Common Stock | ||||||||||
Schedule Of Significant Accounting Policies [Line Items] | ||||||||||
Stockholders' equity, reverse stock split | each 3.5 shares of common stock were combined and reconstituted into one share of common stock effective March 9, 2023. | |||||||||
Stockholders' equity, reverse stock split, conversion ratio | 3.5 | |||||||||
Subsequent Event | ||||||||||
Schedule Of Significant Accounting Policies [Line Items] | ||||||||||
Common stock, par value | $ / shares | 0.0001 | |||||||||
Subsequent Event | Common Stock | ||||||||||
Schedule Of Significant Accounting Policies [Line Items] | ||||||||||
Common stock, par value | $ / shares | $ 0.0001 | |||||||||
Stockholders' equity, reverse stock split | range of 1-for-2 to 1-for-5 | |||||||||
Stockholders' equity, reverse stock split, conversion ratio | 3.5 | |||||||||
Subsequent Event | Common Stock | Minimum | ||||||||||
Schedule Of Significant Accounting Policies [Line Items] | ||||||||||
Stockholders' equity, reverse stock split, conversion ratio | 0.2 | |||||||||
Subsequent Event | Common Stock | Maximum | ||||||||||
Schedule Of Significant Accounting Policies [Line Items] | ||||||||||
Stockholders' equity, reverse stock split, conversion ratio | 0.5 | |||||||||
Geographic Concentration Risk | Revenue | Non-US | ||||||||||
Schedule Of Significant Accounting Policies [Line Items] | ||||||||||
Concentration risk percentage | 50% | |||||||||
Customers | Customer Concentration Risk | Revenue | ||||||||||
Schedule Of Significant Accounting Policies [Line Items] | ||||||||||
Concentration risk percentage | 10% | 10% | ||||||||
Customer 1 | Customer Concentration Risk | Trade Receivables | ||||||||||
Schedule Of Significant Accounting Policies [Line Items] | ||||||||||
Concentration risk percentage | 10% | 10% | ||||||||
Number of customers | Customer | 0 | 1 | ||||||||
Revenue | $ 9,600,000 | |||||||||
Cumulative -effect Adjustment | ASU 2016-13 | Minimum | ||||||||||
Schedule Of Significant Accounting Policies [Line Items] | ||||||||||
Retained earnings (accumulated deficit) | $ 500,000 | |||||||||
Cumulative -effect Adjustment | ASU 2016-13 | Maximum | ||||||||||
Schedule Of Significant Accounting Policies [Line Items] | ||||||||||
Retained earnings (accumulated deficit) | $ 1,500,000 | |||||||||
mGage | ||||||||||
Schedule Of Significant Accounting Policies [Line Items] | ||||||||||
Common stock, par value | $ / shares | $ 0.0001 | $ 0.0001 | ||||||||
Business combination, deferred consideration | $ 30,242,000 | |||||||||
Acquisition date | Feb. 18, 2021 | Feb. 18, 2021 | ||||||||
Business combination, purchase price | $ 18,800,000 | $ 18,800,000 | ||||||||
Closing of business combination share consideration | shares | 457,143 | 457,143 | 457,143 | |||||||
Business combination, share price per share | $ / shares | $ 41.20 | $ 41.20 | ||||||||
mGage | Developed Technology | ||||||||||
Schedule Of Significant Accounting Policies [Line Items] | ||||||||||
Project useful life | 6 years | |||||||||
mGage | Trade Names | ||||||||||
Schedule Of Significant Accounting Policies [Line Items] | ||||||||||
Project useful life | 8 years | |||||||||
mGage | Minimum | Customer Relationships | ||||||||||
Schedule Of Significant Accounting Policies [Line Items] | ||||||||||
Project useful life | 7 years | |||||||||
mGage | Maximum | Customer Relationships | ||||||||||
Schedule Of Significant Accounting Policies [Line Items] | ||||||||||
Project useful life | 9 years | |||||||||
mGage | PIPE Subscription Agreements | ||||||||||
Schedule Of Significant Accounting Policies [Line Items] | ||||||||||
Common stock, par value | $ / shares | $ 0.0001 | $ 0.0001 | ||||||||
Business combination, purchase price | $ 200,000,000 | |||||||||
Closing of business combination share consideration | shares | 2,400,000 | 2,400,000 | ||||||||
Business combination, share price per share | $ / shares | $ 43.75 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Summary of Useful Lives of Property and Equipment (Details) | 12 Months Ended | |
Dec. 31, 2022 | ||
Internal-use Software Development Costs | Minimum | ||
Schedule Of Significant Accounting Policies [Line Items] | ||
Property and equipment, useful life | 3 years | |
Internal-use Software Development Costs | Maximum | ||
Schedule Of Significant Accounting Policies [Line Items] | ||
Property and equipment, useful life | 5 years | |
Servers | Minimum | ||
Schedule Of Significant Accounting Policies [Line Items] | ||
Property and equipment, useful life | 3 years | |
Servers | Maximum | ||
Schedule Of Significant Accounting Policies [Line Items] | ||
Property and equipment, useful life | 6 years | |
Office Equipment | Minimum | ||
Schedule Of Significant Accounting Policies [Line Items] | ||
Property and equipment, useful life | 3 years | |
Office Equipment | Maximum | ||
Schedule Of Significant Accounting Policies [Line Items] | ||
Property and equipment, useful life | 5 years | |
Leasehold Improvements | ||
Schedule Of Significant Accounting Policies [Line Items] | ||
Property and equipment, useful life | the shorter of the remaining facility lease term or the estimated useful life of the improvements | [1] |
Furniture and Fixtures | Minimum | ||
Schedule Of Significant Accounting Policies [Line Items] | ||
Property and equipment, useful life | 5 years | |
Furniture and Fixtures | Maximum | ||
Schedule Of Significant Accounting Policies [Line Items] | ||
Property and equipment, useful life | 10 years | |
Vehicles | Minimum | ||
Schedule Of Significant Accounting Policies [Line Items] | ||
Property and equipment, useful life | 8 years | |
Vehicles | Maximum | ||
Schedule Of Significant Accounting Policies [Line Items] | ||
Property and equipment, useful life | 10 years | |
Software | Minimum | ||
Schedule Of Significant Accounting Policies [Line Items] | ||
Property and equipment, useful life | 3 years | |
Software | Maximum | ||
Schedule Of Significant Accounting Policies [Line Items] | ||
Property and equipment, useful life | 5 years | |
Other Assets | Minimum | ||
Schedule Of Significant Accounting Policies [Line Items] | ||
Property and equipment, useful life | 4 years | |
Other Assets | Maximum | ||
Schedule Of Significant Accounting Policies [Line Items] | ||
Property and equipment, useful life | 5 years | |
[1] Including renewal options |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Summary of Useful Lives of Intangible Assets (Details) | 12 Months Ended |
Dec. 31, 2022 | |
Schedule Of Significant Accounting Policies [Line Items] | |
Intangible assets, useful life | 1 year |
Developed Technology | Minimum | |
Schedule Of Significant Accounting Policies [Line Items] | |
Intangible assets, useful life | 5 years |
Developed Technology | Maximum | |
Schedule Of Significant Accounting Policies [Line Items] | |
Intangible assets, useful life | 15 years |
Customer Relationships | Minimum | |
Schedule Of Significant Accounting Policies [Line Items] | |
Intangible assets, useful life | 7 years |
Customer Relationships | Maximum | |
Schedule Of Significant Accounting Policies [Line Items] | |
Intangible assets, useful life | 17 years |
Patent | Minimum | |
Schedule Of Significant Accounting Policies [Line Items] | |
Intangible assets, useful life | 5 years |
Patent | Maximum | |
Schedule Of Significant Accounting Policies [Line Items] | |
Intangible assets, useful life | 10 years |
Trade Names | |
Schedule Of Significant Accounting Policies [Line Items] | |
Intangible assets, useful life | 8 years |
Fair Value Measurements - Summa
Fair Value Measurements - Summary of Assets and Liabilities Measured at Fair Value on a Recurring Basis (Details) - Recurring Basis - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Assets: | ||
Total Assets | $ 653 | $ 6,236 |
Liabilities: | ||
Total Liabilities | 26 | 924 |
Mutual Fund | ||
Assets: | ||
Total Assets | 567 | 602 |
Interest Rate Swap | ||
Assets: | ||
Total Assets | 66 | |
Liabilities: | ||
Total Liabilities | 35 | |
Warrant Liability | ||
Liabilities: | ||
Total Liabilities | 26 | 889 |
Certificates of Deposit | ||
Assets: | ||
Total Assets | 20 | 5,634 |
Level 1 | ||
Assets: | ||
Total Assets | 567 | 602 |
Level 1 | Mutual Fund | ||
Assets: | ||
Total Assets | 567 | 602 |
Level 2 | ||
Assets: | ||
Total Assets | 86 | 5,634 |
Liabilities: | ||
Total Liabilities | 26 | 924 |
Level 2 | Interest Rate Swap | ||
Assets: | ||
Total Assets | 66 | |
Liabilities: | ||
Total Liabilities | 35 | |
Level 2 | Warrant Liability | ||
Liabilities: | ||
Total Liabilities | 26 | 889 |
Level 2 | Certificates of Deposit | ||
Assets: | ||
Total Assets | $ 20 | $ 5,634 |
Fair Value Measurements - Sum_2
Fair Value Measurements - Summary of Assets and Liabilities Measured at Fair Value on a Recurring Basis (Parenthetical) (Details) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Minimum | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | ||
Short term investments maturity term | 4 months | 4 months |
Maximum | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | ||
Short term investments maturity term | 12 months | 12 months |
Fair Value Measurements - Sum_3
Fair Value Measurements - Summary of Values of Short-term Investments (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Mutual Fund | ||
Schedule Of Available For Sale Securities [Line Items] | ||
Short-term investments, Cost | $ 509 | $ 566 |
Short-term investments, Unrealized Gains | 58 | 36 |
Short-term investments, Fair Value | 567 | 602 |
Certificates of Deposit | ||
Schedule Of Available For Sale Securities [Line Items] | ||
Short-term investments, Cost | 20 | 5,634 |
Short-term investments, Fair Value | $ 20 | $ 5,634 |
Derivative Financial Instrume_3
Derivative Financial Instruments - Additional Information (Details) € in Millions, $ in Millions | Dec. 31, 2022 EUR (€) | Dec. 31, 2022 USD ($) | Dec. 31, 2021 EUR (€) | Dec. 31, 2021 USD ($) |
Interest Rate Swap | Not Designated as Hedging Instruments | ||||
Derivative Instruments Gain Loss [Line Items] | ||||
Derivative, notional amount | € 4.8 | $ 5.2 | € 5.8 | $ 6.6 |
Derivative Financial Instrume_4
Derivative Financial Instruments - Schedule of Gain (Losses) in Consolidated Statement of Operations Related to Derivative Contracts (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Interest Rate Swap | Financial Income, Net | ||
Derivative Instruments Gain Loss [Line Items] | ||
Gain loss on interest rate derivative instruments | $ 96 | $ 70 |
Derivative Financial Instrume_5
Derivative Financial Instruments - Schedule of Fair Value Derivative Contracts Reported in Consolidated Balance Sheet (Details) - Not Designated as Hedging Instruments - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Derivative Instruments Gain Loss [Line Items] | ||
Derivative on interest rate | $ 66 | $ (35) |
Interest Rate Swap | Other Long-Term Liabilities | ||
Derivative Instruments Gain Loss [Line Items] | ||
Derivative on interest rate | $ (35) | |
Interest Rate Swap | Other long-term assets | ||
Derivative Instruments Gain Loss [Line Items] | ||
Derivative on interest rate | $ 66 |
Business Combination - Addition
Business Combination - Additional Information (Details) | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | ||||||||||||||
Apr. 04, 2022 USD ($) | Apr. 04, 2022 EUR (€) | Aug. 30, 2021 USD ($) | Jul. 08, 2021 USD ($) | Jul. 08, 2021 EUR (€) | Jul. 07, 2021 USD ($) | Jul. 07, 2021 EUR (€) | Jun. 01, 2021 USD ($) $ / shares shares | Jun. 01, 2021 USD ($) $ / shares shares | Feb. 18, 2021 USD ($) $ / shares shares | Jun. 30, 2022 USD ($) | Mar. 31, 2022 USD ($) | Sep. 30, 2021 USD ($) | Jun. 30, 2022 USD ($) | Sep. 30, 2021 USD ($) | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | Dec. 31, 2022 EUR (€) | |
Business Acquisition [Line Items] | ||||||||||||||||||
Net Income (loss) | $ (98,528,000) | $ (33,997,000) | ||||||||||||||||
Impairment of intangible assets | $ 49,446,000 | |||||||||||||||||
mGage | ||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||
Acquisition date | Feb. 18, 2021 | Feb. 18, 2021 | ||||||||||||||||
Total purchase price consideration | $ 217,000,000 | $ 218,000,000 | $ 218,000,000 | $ 217,034,000 | ||||||||||||||
Cash consideration | 199,200,000 | $ 198,600,000 | $ 199,200,000 | |||||||||||||||
Working capital adjustment | $ 997,000 | $ 997,000 | 997,000 | |||||||||||||||
Business combination, share price per share | shares | 457,143 | 457,143 | 457,143 | |||||||||||||||
Closing price of common stock in the date of issuance | $ / shares | $ 41.20 | $ 41.20 | ||||||||||||||||
Closing price of common stock in the date of issuance | $ 18,800,000 | $ 18,800,000 | ||||||||||||||||
Business Acquisition description | The Company evaluated certain assets, liabilities and tax estimates that were subject to change throughout the measurement period ended on June 1, 2022 (one year from the acquisition date). | |||||||||||||||||
Increase (Decrease) in deferred tax liability | $ 2,000,000 | $ (1,900,000) | ||||||||||||||||
Increase (Decrease) in Deferred Income Taxes | $ 5,100,000 | |||||||||||||||||
Increase in goodwill | $ 3,100,000 | 5,900,000 | ||||||||||||||||
mGage | General and Administrative | ||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||
Business combination transaction related costs | 5,500,000 | |||||||||||||||||
mGage | Acquired Developed Technology | ||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||
Decrease in intangible assets, net | $ (8,900,000) | |||||||||||||||||
mGage | PIPE Subscription Agreements | ||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||
Business combination, share price per share | shares | 2,400,000 | 2,400,000 | ||||||||||||||||
Closing price of common stock in the date of issuance | $ / shares | $ 43.75 | |||||||||||||||||
Closing price of common stock in the date of issuance | $ 200,000,000 | |||||||||||||||||
Bandyer | ||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||
Total purchase price consideration | $ 15,333,000 | $ 15,400,000 | ||||||||||||||||
Cash consideration | $ 13,300,000 | € 11,500,000 | $ 15,400,000 | € 13,000,000 | ||||||||||||||
Increase (Decrease) in deferred tax liability | $ 164,000 | |||||||||||||||||
Decrease in purchase consideration | $ 58,000 | |||||||||||||||||
Kaleyra US Inc | ||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||
Cash consideration | $ 1,100,000 | € 1,000,000 | ||||||||||||||||
Consolidated revenue | 120,700,000 | 82,000,000 | ||||||||||||||||
Net Income (loss) | (55,800,000) | $ 3,700,000 | ||||||||||||||||
Impairment of intangible assets | 44,400,000 | |||||||||||||||||
Escrow Deposit | $ 480,000 | € 448,000 |
Business Combination - Summary
Business Combination - Summary of Fair Value Amount Recognized for Assets Acquired and Liabilities Assumed (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 | Aug. 30, 2021 | Jul. 08, 2021 | Jun. 01, 2021 | Feb. 18, 2021 | Dec. 31, 2020 | |
Business Acquisition [Line Items] | ||||||||
Goodwill | $ 111,526 | $ 110,465 | $ 16,657 | |||||
mGage | ||||||||
Business Acquisition [Line Items] | ||||||||
Customer relationships | $ 76,256 | |||||||
Developed technology | 30,033 | |||||||
Trade names | 13,060 | |||||||
Deferred tax assets on loss carryforward | 19,899 | |||||||
Goodwill | 89,391 | |||||||
Accounts receivable and other current assets | 29,996 | |||||||
Property and equipment | 8,450 | |||||||
Cash and cash equivalents | 2,856 | |||||||
Total assets acquired | 269,941 | |||||||
Business combination, deferred consideration | 30,242 | |||||||
Accounts payable and other current liabilities | 22,665 | |||||||
Total liabilities assumed | 52,907 | |||||||
Net assets acquired | $ 217,000 | $ 218,000 | $ 217,034 | |||||
Bandyer | ||||||||
Business Acquisition [Line Items] | ||||||||
Customer relationships | [1] | $ 1,798 | ||||||
Developed technology | [1] | 7,999 | ||||||
Goodwill | [2] | 8,146 | ||||||
Accounts receivable and other current assets | 671 | |||||||
Other non current assets | 21 | |||||||
Property and equipment | 116 | |||||||
Cash and cash equivalents | 349 | |||||||
Total assets acquired | 19,100 | |||||||
Business combination, deferred consideration | 2,616 | |||||||
Accounts payable and other current liabilities | 986 | |||||||
Long term portion of employee benefit obligation | 126 | |||||||
Current portion of bank and other borrowings | 39 | |||||||
Total liabilities assumed | 3,767 | |||||||
Net assets acquired | $ 15,400 | $ 15,333 | ||||||
[1] Identified finite-lived intangible assets. The estimated fair value of the intangible assets acquired was determined by Kaleyra, which considered or relied in part upon a valuation report of a third-party expert. The Company used the income approach to estimate the fair values of the identifiable intangible assets. The estimated useful life is 8 years for customer relationships and 15 years for developed technology. Goodwill is the excess of fair value of the consideration transferred over the fair value of identifiable tangible and intangible assets acquired and liabilities assumed and represents expected synergies of the combination of the acquired business. Goodwill is not deductible for income tax purposes. Refer to Note 6 – Goodwill and Intangible Assets, Net for additional information relating the impairment charges recorded during the fiscal year ended December 31, 2022. |
Business Combination - Summar_2
Business Combination - Summary of Fair Value Amount Recognized for Assets Acquired and Liabilities Assumed (Parenthetical) (Details) | 12 Months Ended | ||
Jul. 08, 2021 | Feb. 18, 2021 | Dec. 31, 2022 | |
Business Acquisition [Line Items] | |||
Intangible assets, useful life | 1 year | ||
Customer Relationships | Minimum | |||
Business Acquisition [Line Items] | |||
Intangible assets, useful life | 7 years | ||
Customer Relationships | Maximum | |||
Business Acquisition [Line Items] | |||
Intangible assets, useful life | 17 years | ||
Customer Relationships | mGage | Minimum | |||
Business Acquisition [Line Items] | |||
Intangible assets, useful life | 7 years | ||
Customer Relationships | mGage | Maximum | |||
Business Acquisition [Line Items] | |||
Intangible assets, useful life | 9 years | ||
Customer Relationships | Bandyer | |||
Business Acquisition [Line Items] | |||
Intangible assets, useful life | 8 years | ||
Developed Technology | Minimum | |||
Business Acquisition [Line Items] | |||
Intangible assets, useful life | 5 years | ||
Developed Technology | Maximum | |||
Business Acquisition [Line Items] | |||
Intangible assets, useful life | 15 years | ||
Developed Technology | mGage | |||
Business Acquisition [Line Items] | |||
Intangible assets, useful life | 6 years | ||
Developed Technology | Bandyer | |||
Business Acquisition [Line Items] | |||
Intangible assets, useful life | 15 years | ||
Trade Names | |||
Business Acquisition [Line Items] | |||
Intangible assets, useful life | 8 years | ||
Trade Names | mGage | |||
Business Acquisition [Line Items] | |||
Intangible assets, useful life | 8 years |
Goodwill and Intangible Asset_3
Goodwill and Intangible Assets, Net - Summary of Goodwill (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Goodwill And Intangible Assets Disclosure [Abstract] | ||
Balance at the beginning of the period | $ 110,465 | $ 16,657 |
Goodwill additions related to 2021 acquisitions | 94,361 | |
Purchase price adjustments in the period | 3,160 | |
Effect of exchange rate | (2,099) | (553) |
Balance at the end of the period | $ 111,526 | $ 110,465 |
Goodwill and Intangible Asset_4
Goodwill and Intangible Assets, Net - Additional Information (Details) | 12 Months Ended | ||
Dec. 31, 2022 USD ($) ReportingUnit | Dec. 31, 2021 USD ($) ReportingUnit | Dec. 31, 2020 USD ($) | |
Finite-Lived Intangible Assets [Line Items] | |||
Goodwill impairment charges | $ 0 | $ 0 | |
Number of reporting units | ReportingUnit | 3 | 3 | |
Goodwill | $ 111,526,000 | $ 110,465,000 | $ 16,657,000 |
Percentage of increase in discount rate | 2% | ||
Percentage of decrease in discount rate | 2% | ||
Decrease in goodwill due to the impact of change in discount rate | $ 16,300,000 | ||
Increase in goodwill due to impact of change in discount rate | 98,400,000 | ||
Amortization of intangible assets | 17,122,000 | $ 10,900,000 | |
Customer Relationships | |||
Finite-Lived Intangible Assets [Line Items] | |||
Goodwill and Intangible asset impairment | 29,300,000 | ||
Amortization of intangible assets | 9,556,000 | ||
Developed Technology | |||
Finite-Lived Intangible Assets [Line Items] | |||
Goodwill and Intangible asset impairment | 15,800,000 | ||
Amortization of intangible assets | 5,925,000 | ||
Trade Names | |||
Finite-Lived Intangible Assets [Line Items] | |||
Goodwill and Intangible asset impairment | 4,300,000 | ||
Amortization of intangible assets | $ 1,624,000 |
Goodwill and Intangible Asset_5
Goodwill and Intangible Assets, Net - Summary of Intangible Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Acquired Finite Lived Intangible Assets [Line Items] | ||
Gross | $ 89,032 | $ 140,399 |
Accumulated amortization | 31,632 | 15,003 |
Net | 57,400 | 125,396 |
Developed Technology | ||
Acquired Finite Lived Intangible Assets [Line Items] | ||
Gross | 23,895 | 40,416 |
Accumulated amortization | 11,162 | 5,393 |
Net | 12,733 | 35,023 |
Customer Relationships | ||
Acquired Finite Lived Intangible Assets [Line Items] | ||
Gross | 56,336 | 86,792 |
Accumulated amortization | 17,826 | 8,597 |
Net | 38,510 | 78,195 |
Trade Names | ||
Acquired Finite Lived Intangible Assets [Line Items] | ||
Gross | 8,658 | 13,060 |
Accumulated amortization | 2,568 | 952 |
Net | 6,090 | 12,108 |
Patent | ||
Acquired Finite Lived Intangible Assets [Line Items] | ||
Gross | 143 | 131 |
Accumulated amortization | 76 | 61 |
Net | $ 67 | $ 70 |
Goodwill and Intangible Asset_6
Goodwill and Intangible Assets, Net - Summary of Changes in Carrying Amounts of Intangible Assets (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Acquired Finite Lived Intangible Assets [Line Items] | ||
December 31, 2021 | $ 125,396 | |
Additions | 17 | |
Amortizations | (17,122) | $ (10,900) |
Impairments | 49,446 | |
Foreign exchange | (1,445) | |
December 31, 2022 | 57,400 | 125,396 |
Developed Technology | ||
Acquired Finite Lived Intangible Assets [Line Items] | ||
December 31, 2021 | 35,023 | |
Amortizations | (5,925) | |
Impairments | 15,770 | |
Foreign exchange | (595) | |
December 31, 2022 | 12,733 | 35,023 |
Customer Relationships | ||
Acquired Finite Lived Intangible Assets [Line Items] | ||
December 31, 2021 | 78,195 | |
Amortizations | (9,556) | |
Impairments | 29,357 | |
Foreign exchange | (772) | |
December 31, 2022 | 38,510 | 78,195 |
Trade Names | ||
Acquired Finite Lived Intangible Assets [Line Items] | ||
December 31, 2021 | 12,108 | |
Amortizations | (1,624) | |
Impairments | 4,319 | |
Foreign exchange | (75) | |
December 31, 2022 | 6,090 | 12,108 |
Patent | ||
Acquired Finite Lived Intangible Assets [Line Items] | ||
December 31, 2021 | 70 | |
Additions | 17 | |
Amortizations | (17) | |
Foreign exchange | (3) | |
December 31, 2022 | $ 67 | $ 70 |
Goodwill and Intangible Asset_7
Goodwill and Intangible Assets, Net - Summary of Estimated Future Amortization Expense (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Goodwill And Intangible Assets Disclosure [Abstract] | ||
2023 | $ 9,010 | |
2024 | 8,915 | |
2025 | 8,846 | |
2026 | 8,777 | |
2027 | 7,224 | |
2028 and thereafter | 14,628 | |
Net | $ 57,400 | $ 125,396 |
Property and Equipment, Net - S
Property and Equipment, Net - Summary of Property and Equipment (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Property Plant And Equipment [Line Items] | ||
Total property and equipment | $ 36,209 | $ 26,106 |
Less: accumulated depreciation and amortization | 12,383 | 7,295 |
Total property and equipment, net | 23,826 | 18,811 |
Internal-Use Software Development Costs | ||
Property Plant And Equipment [Line Items] | ||
Total property and equipment | 24,832 | 16,021 |
Servers | ||
Property Plant And Equipment [Line Items] | ||
Total property and equipment | 2,199 | 2,337 |
Office Equipment | ||
Property Plant And Equipment [Line Items] | ||
Total property and equipment | 2,926 | 2,561 |
Leasehold Improvements | ||
Property Plant And Equipment [Line Items] | ||
Total property and equipment | 707 | 665 |
Furniture and Fixtures | ||
Property Plant And Equipment [Line Items] | ||
Total property and equipment | 1,065 | 979 |
Assets-in-Progress | ||
Property Plant And Equipment [Line Items] | ||
Total property and equipment | 3,803 | 3,103 |
Vehicles | ||
Property Plant And Equipment [Line Items] | ||
Total property and equipment | 580 | 21 |
Software | ||
Property Plant And Equipment [Line Items] | ||
Total property and equipment | 30 | 365 |
Other Assets | ||
Property Plant And Equipment [Line Items] | ||
Total property and equipment | $ 67 | $ 54 |
Property and Equipment, Net -_2
Property and Equipment, Net - Summary of Property and Equipment (Parenthetical) (Details) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Property Plant And Equipment [Line Items] | ||
Total property and equipment | $ 36,209,000 | $ 26,106,000 |
Servers | ||
Property Plant And Equipment [Line Items] | ||
Equipment under capital leases, gross | 252,000 | 562,000 |
Accumulated depreciation | 134,000 | 283,000 |
Total property and equipment | 2,199,000 | 2,337,000 |
Office Equipment | ||
Property Plant And Equipment [Line Items] | ||
Equipment under capital leases, gross | 18,000 | |
Accumulated depreciation | 2,000 | 0 |
Total property and equipment | 2,926,000 | 2,561,000 |
Vehicles | ||
Property Plant And Equipment [Line Items] | ||
Equipment under capital leases, gross | 579,000 | |
Accumulated depreciation | 323,000 | 0 |
Total property and equipment | 580,000 | 21,000 |
Assets-in-Progress | ||
Property Plant And Equipment [Line Items] | ||
Total property and equipment | $ 3,803,000 | $ 3,103,000 |
Property and Equipment, Net - A
Property and Equipment, Net - Additional Information (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Property Plant And Equipment [Line Items] | ||
Depreciation and amortization expense | $ 6.4 | $ 4.1 |
Capitalized internal-use software development costs | 11 | 6.9 |
Stock-based compensation expense capitalized | 1.9 | |
Amortization of capitalized software development costs | 4.5 | 2.7 |
Internal-use Software In-use | ||
Property Plant And Equipment [Line Items] | ||
Capitalized internal-use software development costs | $ 9.9 | |
Internal-use Software Development In-progress | ||
Property Plant And Equipment [Line Items] | ||
Capitalized internal-use software development costs | $ 1.1 |
Property and Equipment, Net -_3
Property and Equipment, Net - Summary of Amortization Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Property Plant And Equipment [Line Items] | ||
Total | $ 4,503 | $ 2,738 |
Cost of Revenue | ||
Property Plant And Equipment [Line Items] | ||
Total | 3,735 | 2,432 |
Research and Development | ||
Property Plant And Equipment [Line Items] | ||
Total | $ 768 | $ 306 |
Right-of-use Assets and Lease_3
Right-of-use Assets and Lease Liabilities - Additional Information (Detail) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Lessee Disclosure [Abstract] | ||
Operating lease, rent expense | $ 1,311 | $ 1,300,000 |
Right-of-use Assets and Lease_4
Right-of-use Assets and Lease Liabilities - Schedule of Components of Lease Expense (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Lease, Cost [Abstract] | ||
Operating lease cost | $ 1,311 | $ 1,300,000 |
Finance lease cost | ||
Amortization of assets | 186 | |
Interest on lease liabilities | 17 | |
Short-term lease cost | 86 | |
Variable lease cost | 129 | |
Total net lease cost | $ 1,729 |
Right-of-use Assets and Lease_5
Right-of-use Assets and Lease Liabilities - Schedule of Supplemental Balance Sheet Information (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Jan. 01, 2022 | Dec. 31, 2021 |
Assets [Abstract] | |||
Operating lease assets | $ 2,931 | ||
Finance lease assets | $ 389 | ||
Finance Lease, Right-of-Use Asset, Statement of Financial Position [Extensible Enumeration] | Property Plant And Equipment Net | ||
Total leased assets | $ 3,320 | ||
Liabilities [Abstract] | |||
Operating Lease, Liability, Current | $ 758 | ||
Operating Lease, Liability, Current, Statement of Financial Position [Extensible Enumeration] | Other Liabilities Current | ||
Finance lease liability, current | $ 182 | $ 65 | |
Finance Lease Liability Current Statement Of Financial Position Extensible List | Other Liabilities Current | Other Liabilities Current | |
Operating Lease, Liability, Noncurrent | $ 2,409 | ||
Operating Lease, Liability, Noncurrent, Statement of Financial Position [Extensible Enumeration] | Other Liabilities Noncurrent | ||
Finance lease liability, long term | $ 216 | $ 129 | |
Finance Lease Liability Noncurrent Statement Of Financial Position Extensible List | Other Liabilities Noncurrent | Other Liabilities Noncurrent | |
Total leased liabilities | $ 3,565 | $ 3,500 |
Right-of-use Assets and Lease_6
Right-of-use Assets and Lease Liabilities - Schedule of Supplemental Cash Flow and Other Information Information Related to Lease (Details) | 12 Months Ended |
Dec. 31, 2022 USD ($) | |
Cash Paid For Amounts Included In Measurement Of Lease Liabilities [Abstract] | |
Operating cash flows from operating leases | $ 1,331 |
Operating cash flows from finance leases (interest) | 17 |
Financing cash flows from finance leases | $ 183 |
Weighted Average Remaining Lease Term [Abstract] | |
Operating leases | 3 years 6 months |
Finance leases | 1 month 6 days |
Weighted Average Discount Rate [Abstract] | |
Operating leases | 4.27% |
Finance leases | 4.27% |
Right-of-use Assets and Lease_7
Right-of-use Assets and Lease Liabilities - Schedule of Maturities of Lease Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Jan. 01, 2022 | Dec. 31, 2021 |
Operating Lease Liabilities Payments Due [Abstract] | |||
Operating leases, 2023 | $ 872 | $ 1,374 | |
Operating leases, 2024 | 721 | 779 | |
Operating leases, 2025 | 691 | 651 | |
Operating leases, 2026 | 481 | 437 | |
Operating leases, 2027 | 274 | 142 | |
Operating leases, 2028 and thereafter | 470 | ||
Operating leases, Total undiscounted lease payments | 3,509 | 3,383 | |
Operating leases, Present value discount | 343 | ||
Operating leases, Present value | 3,166 | ||
Lease liability, current | 758 | ||
Lease liability, long term | 2,409 | ||
Finance Lease, Liability, to be Paid [Abstract] | |||
Finance leases 2023 | 195 | 72 | |
Finance leases 2024 | 138 | 60 | |
Finance leases 2025 | 52 | 60 | |
Finance leases 2026 | 25 | 18 | |
Finance leases 2027 | 11 | ||
Finance leases, Total undiscounted lease payments | 421 | 210 | |
Finance leases, Present value discount | 22 | ||
Finance leases, Present value | 399 | ||
Finance lease liability, current | 182 | 65 | |
Finance lease liability, long term | 216 | 129 | |
Operating and Finance Lease Liabilities Payments Due [Abstract] | |||
Total, 2023 | 1,067 | 1,446 | |
Total, 2024 | 859 | 839 | |
Total, 2025 | 743 | 711 | |
Total, 2026 | 506 | 455 | |
Total, 2027 | 285 | 142 | |
Total, 2028 and thereafter | 470 | ||
Total Minimum Lease Payments | 3,930 | $ 3,593 | |
Total, Present value discount | 365 | ||
Total, Present value | 3,565 | $ 3,500 | |
Total, Lease liability, current | 940 | ||
Total, Lease liability, long term | $ 2,625 |
Right-of-use Assets and Lease_8
Right-of-use Assets and Lease Liabilities - Schedule of Future Minimum Lease Payments Under Lease Obligations (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Operating Lease Liabilities Payments Due [Abstract] | ||
Operating leases, 2022 | $ 872 | $ 1,374 |
Operating leases, 2023 | 721 | 779 |
Operating leases, 2024 | 691 | 651 |
Operating leases, 2025 | 481 | 437 |
Operating leases, 2026 | 274 | 142 |
Operating leases, 2027 and thereafter | 470 | |
Operating leases, Total undiscounted lease payments | 3,509 | 3,383 |
Capital leases, 2022 | 195 | 72 |
Capital leases, 2023 | 138 | 60 |
Capital leases, 2024 | 52 | 60 |
Capital leases, 2025 | 25 | 18 |
Capital leases, 2026 | 11 | |
Finance leases, Total undiscounted lease payments | 421 | 210 |
2022 | 1,067 | 1,446 |
2023 | 859 | 839 |
2024 | 743 | 711 |
2025 | 506 | 455 |
2026 | 285 | 142 |
Total Minimum Lease Payments | $ 3,930 | $ 3,593 |
Right-of-use Assets and Lease_9
Right-of-use Assets and Lease Liabilities - Schedule of Future Minimum Lease Payments under Capital Leases (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Operating Lease Liabilities Payments Due [Abstract] | ||
Total payments | $ 210 | |
Less: Interest portion | 16 | |
Net capital lease obligation | 194 | |
Operating lease liabilities | $ 758 | |
Less: Current portion | 182 | 65 |
Long term portion | $ 216 | $ 129 |
Other Assets - Schedule of Othe
Other Assets - Schedule of Other Current Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Other Assets [Abstract] | ||
VAT receivables | $ 1,237 | |
Receivables from suppliers | 547 | $ 483 |
Credit for tax other than income tax | 882 | 675 |
Income tax receivables | 262 | 1,195 |
Other receivables | 459 | 246 |
Total other current assets | $ 3,387 | $ 2,599 |
Other Assets - Schedule of Ot_2
Other Assets - Schedule of Other Long-Term Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Other Assets [Line Items] | ||
Non-current income tax credit (advances and tax reduced at sources) | $ 807 | $ 53 |
Miscellaneous | 572 | 346 |
Total other long-term assets | 1,445 | $ 399 |
Interest Rate Swap | ||
Other Assets [Line Items] | ||
Interest rate swaps | $ 66 | |
Derivative Asset, Noncurrent, Statement of Financial Position [Extensible Enumeration] | Total other long-term assets |
Bank and Other Borrowings - Add
Bank and Other Borrowings - Additional Information (Details) | 12 Months Ended | ||||||||
Jul. 28, 2022 USD ($) | Aug. 03, 2021 | Apr. 15, 2021 USD ($) | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | Jul. 28, 2022 EUR (€) | Sep. 15, 2021 USD ($) | Sep. 15, 2021 EUR (€) | Apr. 15, 2021 EUR (€) | |
Bank and Other Borrowings [Line Items] | |||||||||
Current portion of bank and other borrowings, credit line facilities | $ 15,400,000 | $ 15,800,000 | |||||||
Current portion of bank and other borrowings | 11,419,000 | 10,508,000 | |||||||
Lines of credit | 3,955,000 | 5,256,000 | |||||||
Line of credit facility, maximum borrowing capacity | 5,400,000 | 6,700,000 | |||||||
Line of credit facility, used | $ 4,000,000 | 5,300,000 | |||||||
Weighted average interest rate | 1.71% | ||||||||
Interest expense | $ 631,000 | $ 702,000 | |||||||
New General Unsecured Loan Agreement | |||||||||
Bank and Other Borrowings [Line Items] | |||||||||
Debt instrument term | 6 years | ||||||||
Debt instrument, payment terms | The loan has a duration of six (6) years starting from the date of disbursement and is to be repaid in half-yearly installments starting after a two-year pre-amortization period. | ||||||||
New General Unsecured Loan Agreement | Simest S.p.A | |||||||||
Bank and Other Borrowings [Line Items] | |||||||||
Debt instrument face amount | $ 3,600,000 | € 3,000,000 | |||||||
New General Unsecured Loan Agreement | Fund for Integrated Promotion | |||||||||
Bank and Other Borrowings [Line Items] | |||||||||
Debt instrument face amount | 505,000 | $ 208,000 | € 176,000 | 422,000 | |||||
New General Unsecured Loan Agreement | Fund 394/81 | |||||||||
Bank and Other Borrowings [Line Items] | |||||||||
Debt instrument face amount | $ 3,100,000 | $ 1,300,000 | € 1,100,000 | € 2,600,000 | |||||
Debt instrument, subsidized interest rate | 0.055% | 0.055% | |||||||
Debt Instrument Interest Rate Stated Percentage | 0.55% | 0.55% | |||||||
New Unsecured Loan Agreement | Banco Popolare S P A | |||||||||
Bank and Other Borrowings [Line Items] | |||||||||
Debt instrument face amount | $ 2,500,000 | € 2,500,000 | |||||||
New Unsecured Loan Agreement | Banco Popolare S P A | Euribor | |||||||||
Bank and Other Borrowings [Line Items] | |||||||||
Interest variable rates | 1.95% | ||||||||
Contractual Interest Rate | Euribor 3 months + 1.95% | ||||||||
Kaleyra Inc | Unsecured Loan Agreement | Intesa San Paolo S.p.A. | |||||||||
Bank and Other Borrowings [Line Items] | |||||||||
Percentage of incremental interest rate on future payments of interest | 50% | 50% | |||||||
Debt instrument subject to early reimbursement | $ 0 | ||||||||
Minimum | |||||||||
Bank and Other Borrowings [Line Items] | |||||||||
Interest variable rates | 1% | ||||||||
Maximum | |||||||||
Bank and Other Borrowings [Line Items] | |||||||||
Interest variable rates | 4.60% |
Bank and Other Borrowings - Sum
Bank and Other Borrowings - Summary of Long-term Bank and Other Borrowings (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | ||
Bank and Other Borrowings [Line Items] | |||
Total Financial Liabilities | $ 24,878 | $ 33,418 | |
Less: current portion | 11,419 | 10,508 | |
Total long-term portion | 13,459 | 22,910 | |
UniCredit S.p.A. (Line A Tranche (1) | |||
Bank and Other Borrowings [Line Items] | |||
Total Financial Liabilities | $ 943 | $ 2,330 | |
Maturity | 2023-07 | ||
Contractual Interest Rate | [1] | Euribor 3 months + 3.10% | |
Contractual Interest Rate, Percentage | [1] | 3.10% | |
Interest Nominal Rate | 2.80% | 2.80% | |
UniCredit S.p.A. (Line A Tranche (2) | |||
Bank and Other Borrowings [Line Items] | |||
Total Financial Liabilities | $ 53 | $ 113 | |
Maturity | 2023-11 | ||
Contractual Interest Rate | [1] | Euribor 3 months + 3.10% | |
Contractual Interest Rate, Percentage | [1] | 3.10% | |
Interest Nominal Rate | 2.80% | 2.80% | |
UniCredit S.p.A. (Line B) | |||
Bank and Other Borrowings [Line Items] | |||
Total Financial Liabilities | $ 1,324 | $ 2,337 | |
Maturity | 2024-05 | ||
Contractual Interest Rate | [1] | Euribor 3 months + 2.90% | |
Contractual Interest Rate, Percentage | [1] | 2.90% | |
Interest Nominal Rate | 2.60% | 2.60% | |
UniCredit S.p.A. (Line C) | |||
Bank and Other Borrowings [Line Items] | |||
Total Financial Liabilities | $ 755 | $ 1,833 | |
Maturity | 2023-08 | ||
Contractual Interest Rate | Euribor 3 months + 3.90% | ||
Contractual Interest Rate, Percentage | 3.90% | ||
Interest Nominal Rate | 6.03% | 3.33% | |
Intesa Sanpaolo S.p.A. (Line 1) | |||
Bank and Other Borrowings [Line Items] | |||
Total Financial Liabilities | $ 290 | ||
Maturity | 2022-04 | ||
Contractual Interest Rate | Euribor 3 months + 2.30% | ||
Contractual Interest Rate, Percentage | 2.30% | ||
Interest Nominal Rate | 1.73% | ||
Intesa Sanpaolo S.p.A. (Line 2) | |||
Bank and Other Borrowings [Line Items] | |||
Total Financial Liabilities | $ 1,654 | $ 2,872 | |
Maturity | 2024-04 | ||
Contractual Interest Rate | Euribor 3 months + 3.10% | ||
Contractual Interest Rate, Percentage | 3.10% | ||
Interest Nominal Rate | 5.23% | 2.53% | |
Intesa Sanpaolo S.p.A. (Line 3) | |||
Bank and Other Borrowings [Line Items] | |||
Total Financial Liabilities | $ 7,927 | $ 8,961 | |
Maturity | 2026-06 | ||
Contractual Interest Rate | Euribor 3 months + 2.15% | ||
Contractual Interest Rate, Percentage | 2.15% | ||
Interest Nominal Rate | 4.28% | 1.58% | |
Intesa Sanpaolo S.p.A. (Line 4) | |||
Bank and Other Borrowings [Line Items] | |||
Total Financial Liabilities | $ 4,466 | $ 5,927 | |
Maturity | 2026-07 | ||
Contractual Interest Rate | Euribor 3 months + 2.20% | ||
Contractual Interest Rate, Percentage | 2.20% | ||
Interest Nominal Rate | 4.33% | 1.63% | |
Monte dei Paschi di Siena S.p.A. (Line 1) | |||
Bank and Other Borrowings [Line Items] | |||
Total Financial Liabilities | $ 76 | ||
Maturity | 2022-04 | ||
Contractual Interest Rate, Percentage | 0.95% | ||
Interest Nominal Rate | 0.95% | ||
Monte dei Paschi di Siena S.p.A. (Line 2) | |||
Bank and Other Borrowings [Line Items] | |||
Total Financial Liabilities | $ 356 | $ 1,132 | |
Maturity | 2023-06 | ||
Contractual Interest Rate, Percentage | 1.50% | ||
Interest Nominal Rate | 1.50% | 1.50% | |
Banco BPM S.p.A. (Line 1) | |||
Bank and Other Borrowings [Line Items] | |||
Total Financial Liabilities | $ 189 | $ 593 | |
Maturity | 2023-06 | ||
Contractual Interest Rate | Euribor 3 months + 2.00% | ||
Contractual Interest Rate, Percentage | 2% | ||
Interest Nominal Rate | 4.13% | 2% | |
Banco BPM S.p.A. (Line 3) | |||
Bank and Other Borrowings [Line Items] | |||
Total Financial Liabilities | $ 3,059 | $ 5,014 | |
Maturity | 2024-09 | ||
Contractual Interest Rate | Euribor 3 months + 3.00% | ||
Contractual Interest Rate, Percentage | 3% | ||
Interest Nominal Rate | 5.13% | 2.43% | |
Banco BPM S.p.A. (Line 4) | |||
Bank and Other Borrowings [Line Items] | |||
Total Financial Liabilities | $ 2,491 | ||
Maturity | 2025-07 | ||
Contractual Interest Rate | Euribor 3 months + 1.95% | ||
Contractual Interest Rate, Percentage | 1.95% | ||
Interest Nominal Rate | 4.08% | ||
Simest 1 | |||
Bank and Other Borrowings [Line Items] | |||
Total Financial Liabilities | $ 134 | $ 189 | |
Maturity | 2023-12 | ||
Contractual Interest Rate, Percentage | 0.50% | ||
Interest Nominal Rate | 0.50% | 0.50% | |
Simest 2 | |||
Bank and Other Borrowings [Line Items] | |||
Total Financial Liabilities | $ 133 | $ 188 | |
Maturity | 2023-12 | ||
Contractual Interest Rate, Percentage | 0.50% | ||
Interest Nominal Rate | 0.50% | 0.50% | |
Simest 3 | |||
Bank and Other Borrowings [Line Items] | |||
Total Financial Liabilities | $ 244 | $ 345 | |
Maturity | 2023-12 | ||
Contractual Interest Rate, Percentage | 0.50% | ||
Interest Nominal Rate | 0.50% | 0.50% | |
Simest 4 | |||
Bank and Other Borrowings [Line Items] | |||
Total Financial Liabilities | $ 1,150 | $ 1,218 | |
Maturity | 2027-04 | ||
Contractual Interest Rate, Percentage | 0.50% | ||
Interest Nominal Rate | 0.50% | 0.50% | |
[1] (1) Interest contractual rate is hedged through interest rate swap financial instruments. Refer to Note 4 - Derivative Financial Instruments for further details. |
Bank and Other Borrowings - S_2
Bank and Other Borrowings - Summary of Payments Obliged (Details) $ in Thousands | Dec. 31, 2022 USD ($) |
Bank And Other Borrowings [Abstract] | |
2023 | $ 11,419 |
2024 | 6,850 |
2025 | 4,197 |
2026 | 2,268 |
2027 | 144 |
2028 and thereafter | 0 |
Total | $ 24,878 |
Notes Payable - Additional Info
Notes Payable - Additional Information (Details) | 12 Months Ended | ||||||
Mar. 09, 2023 $ / shares shares | Feb. 04, 2021 USD ($) shares | May 01, 2020 USD ($) shares | Apr. 16, 2020 USD ($) Days $ / shares | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | Jun. 01, 2021 USD ($) | |
Debt Instrument [Line Items] | |||||||
Common stock value | $ 1,000 | $ 1,000 | |||||
Warrants issued | shares | 0 | ||||||
Contractual interest expense | 15,188,000 | $ 9,993,000 | |||||
Cowen Investments and Chardan | |||||||
Debt Instrument [Line Items] | |||||||
Debt instrument face amount | $ 2,700,000 | ||||||
Aggregate settlement of investment shares | shares | 125,885 | ||||||
Cowen Investments | |||||||
Debt Instrument [Line Items] | |||||||
Debt instrument face amount | $ 2,300,000 | ||||||
Aggregate settlement of investment shares | shares | 107,002 | ||||||
Business combination contingent consideration liability except accrued interest payable | $ 0 | ||||||
Conversion of Note, shares | shares | 86,620 | 86,620 | |||||
Chardan | |||||||
Debt Instrument [Line Items] | |||||||
Debt instrument face amount | $ 405,000 | 405,000 | |||||
Aggregate settlement of investment shares | shares | 18,883 | ||||||
Conversion of Note, shares | shares | 15,286 | ||||||
Chardan | Other Current Liabilities | |||||||
Debt Instrument [Line Items] | |||||||
Accrued interest | $ 54,000 | ||||||
Cowen and Company, LLC and Chardan Capital markets, LLC | |||||||
Debt Instrument [Line Items] | |||||||
Business combination transaction related costs | $ 5,400,000 | ||||||
Resale Registration Statement | Cowen and Company, LLC and Chardan Capital markets, LLC | |||||||
Debt Instrument [Line Items] | |||||||
Common stock value | $ 2,700,000 | ||||||
Payment per share to repurchase warrants | $ / shares | $ 0.01 | ||||||
Beneficial ownership limitation percentage | 4.99% | ||||||
Settlement shares, threshold percentage | 15% | ||||||
Settlement shares, trailing days | Days | 10 | ||||||
Convertible Notes | |||||||
Debt Instrument [Line Items] | |||||||
Debt instrument face amount | $ 200,000,000 | ||||||
Debt instrument term | 5 years | ||||||
Debt issuance costs | $ 11,400,000 | ||||||
Interest Nominal Rate | 6.125% | 6.125% | |||||
Debt instrument, frequency of fee | semi-annually | ||||||
Debt instrument, commencement date | Dec. 01, 2021 | ||||||
Debt instrument interest rate terms | the second anniversary of the issuance of the Merger Convertible Notes, subject to a holder’s prior right to convert, if the last reported sale price of the Parent Common Stock exceeds 130% of the conversion price for at least 20 trading days during the period of 30 consecutive trading days ending on, and including, the last trading day of the immediately preceding calendar quarter. | ||||||
Derivative liabilities | $ 0 | ||||||
Outstanding amount of convertible notes | 191,800,000 | ||||||
Contractual interest expense | 12,200,000 | ||||||
Amortization of debt issuance costs | $ 2,000,000 | ||||||
Debt instrument repurchase price percentage upon fundamental change | 100% | ||||||
Convertible Notes | Subsequent Event | |||||||
Debt Instrument [Line Items] | |||||||
Conversion of Note, shares | shares | 3,386,243 | ||||||
Debt instrument, convertible price per share | $ / shares | $ 59.063 | ||||||
Convertible Notes | Second Anniversary | |||||||
Debt Instrument [Line Items] | |||||||
Convertible notes, threshold percentage | 130% | ||||||
Convertible Notes | Resale Registration Statement | Cowen and Company, LLC and Chardan Capital markets, LLC | |||||||
Debt Instrument [Line Items] | |||||||
Convertible notes | $ 2,700,000 | ||||||
Debt instrument term | 3 years | ||||||
Repaid earlier interest rate issuance term | 1 year | ||||||
Repaid after interest rate issuance term | 2 years | ||||||
Convertible notes, threshold percentage | 5% | ||||||
Convertible notes, trailing days | Days | 10 | ||||||
Interest Nominal Rate | 5% | ||||||
Wilmington Trust National Association | Convertible Notes | |||||||
Debt Instrument [Line Items] | |||||||
Debt issuance costs | $ 200,000,000 |
Employee Benefit Obligation - A
Employee Benefit Obligation - Additional Information (Details) | 12 Months Ended | |
Dec. 31, 2022 USD ($) BenefitPlan | Dec. 31, 2021 USD ($) | |
Compensation And Retirement Disclosure [Abstract] | ||
Number of defined benefit plans | BenefitPlan | 2 | |
Total costs of defined benefit plans | $ 501,000 | $ 635,000 |
Plan assets servicing the defined benefit plan | $ 0 | |
Defined Contribution Plan, Plan Name [Extensible List] | FourZeroOneKDefinedContributionPlanMember | |
Defined Contribution Plan, Sponsor Location [Extensible List] | us-gaap:DomesticPlanMember | |
Contributions for 401 (k) plan | $ 790,000 | $ 339,000 |
Employee Benefit Obligation - S
Employee Benefit Obligation - Schedule of Changes in Obligations of Defined Benefit Plans (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | ||
Changes in obligations of defined benefit plans | |||
Benefit obligation at the beginning of the period | $ 2,366 | $ 1,910 | |
Service cost | 465 | 347 | |
Interest cost | 48 | $ 37 | |
Defined Benefit Plan, Net Periodic Benefit Cost (Credit), Interest Cost, Statement of Income or Comprehensive Income [Extensible Enumeration] | Other Nonoperating Income Expense | ||
Actuarial loss (gain) | (12) | $ 251 | |
Benefit paid | (307) | (158) | |
Change in scope of consolidation | 126 | ||
Foreign exchange translation reserve | (140) | (147) | |
Benefit obligation at the end of the period | 2,420 | 2,366 | |
Current | [1] | 47 | 28 |
Long-term portion of employee benefit obligation | $ 2,373 | $ 2,338 | |
[1] Included within “Payroll and payroll related accrued liabilities” in the accompanying consolidated balance sheets. |
Employee Benefit Obligation -_2
Employee Benefit Obligation - Schedule of Assumptions Used to Determine Pension Benefit Obligations (Details) | Dec. 31, 2022 | Dec. 31, 2021 |
Defined Benefit Plan Disclosure [Line Items] | ||
Rate of compensation increase | 3% | 3% |
Kaleyra S.p.A | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Discount rate | 3.91% | 1% |
Solutions Infini | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Discount rate | 7.75% | 7.25% |
Rate of compensation increase | 17% | 17% |
Accumulated Other Comprehensi_3
Accumulated Other Comprehensive Income (Loss) - Schedule of Accumulated Balances Related to Each Component of Other Comprehensive Income (Loss) (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Accumulated Other Comprehensive Income Loss [Line Items] | ||
Other comprehensive income (loss) | $ (3,202) | $ 816 |
Cumulative Foreign Currency Translation Adjustment | ||
Accumulated Other Comprehensive Income Loss [Line Items] | ||
Beginning balance | (2,046) | (2,832) |
Other comprehensive income (loss) | (3,224) | 786 |
Ending balance | (5,270) | (2,046) |
Cumulative Net Unrealized Gain (Loss) on Marketable Securities, Net of Tax | ||
Accumulated Other Comprehensive Income Loss [Line Items] | ||
Beginning balance | 36 | 6 |
Other comprehensive income (loss) | 22 | 30 |
Ending balance | 58 | 36 |
Accumulated Other Comprehensive Income (Loss) | ||
Accumulated Other Comprehensive Income Loss [Line Items] | ||
Beginning balance | (2,010) | (2,826) |
Other comprehensive income (loss) | (3,202) | 816 |
Ending balance | $ (5,212) | $ (2,010) |
Other Current and Long-Term L_3
Other Current and Long-Term Liabilities - Other Current Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Other Liabilities Current [Abstract] | ||
Liabilities for tax other than income tax | $ 1,119 | $ 1,210 |
VAT payables | 184 | 476 |
Social security liabilities | 553 | 522 |
Current tax liabilities | 647 | 945 |
Accrued financial interest | 182 | 139 |
Operating lease liabilities | 758 | |
Accrued contractual interests on Merger Convertible Notes | 1,023 | 1,024 |
Finance lease liabilities | 182 | 65 |
Other miscellaneous | 4,783 | 3,893 |
Total other current liabilities | $ 9,431 | $ 8,274 |
Finance Lease, Liability, Current, Statement of Financial Position [Extensible Enumeration] | Total other current liabilities | Total other current liabilities |
Other Current and Long-Term L_4
Other Current and Long-Term Liabilities - Other Long-Term Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Other Liabilities Noncurrent [Line Items] | ||
Warrant liability | $ 26 | $ 889 |
Finance lease liabilities | 216 | 129 |
Operating lease liabilities | 2,409 | |
Other miscellaneous | 711 | 787 |
Total other long-term liabilities | $ 3,362 | $ 1,840 |
Finance Lease, Liability, Noncurrent, Statement of Financial Position [Extensible Enumeration] | Total other long-term liabilities | Total other long-term liabilities |
Interest Rate Swap | ||
Other Liabilities Noncurrent [Line Items] | ||
Interest rate swaps | $ 35 |
Supplemental Balance Sheet In_3
Supplemental Balance Sheet Information - Schedule of Allowance for Doubtful Accounts (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Balance Sheet Related Disclosures [Abstract] | ||
Balance, beginning of the period | $ 2,057 | $ 850 |
Accruals | 2,327 | 1,278 |
Utilization of provision | (1,101) | (50) |
Effect of foreign exchange rate | (109) | (21) |
Balance, end of the period | $ 3,174 | $ 2,057 |
Geographic Information - Summar
Geographic Information - Summary of Revenue by Geographic Area (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Segment Reporting Information [Line Items] | ||
Revenue | $ 339,168 | $ 267,739 |
Italy | ||
Segment Reporting Information [Line Items] | ||
Revenue | $ 66,454 | $ 77,410 |
Italy | Geographic Concentration Risk | Revenue | ||
Segment Reporting Information [Line Items] | ||
Concentration risk percentage | 19.60% | 28.90% |
India | ||
Segment Reporting Information [Line Items] | ||
Revenue | $ 70,366 | $ 71,053 |
India | Geographic Concentration Risk | Revenue | ||
Segment Reporting Information [Line Items] | ||
Concentration risk percentage | 20.70% | 26.60% |
United States | ||
Segment Reporting Information [Line Items] | ||
Revenue | $ 131,864 | $ 57,271 |
United States | Geographic Concentration Risk | Revenue | ||
Segment Reporting Information [Line Items] | ||
Concentration risk percentage | 38.90% | 21.40% |
Europe (excluding Italy) | ||
Segment Reporting Information [Line Items] | ||
Revenue | $ 30,704 | $ 19,360 |
Europe (excluding Italy) | Geographic Concentration Risk | Revenue | ||
Segment Reporting Information [Line Items] | ||
Concentration risk percentage | 9.10% | 7.20% |
South America | ||
Segment Reporting Information [Line Items] | ||
Revenue | $ 13,008 | $ 20,573 |
South America | Geographic Concentration Risk | Revenue | ||
Segment Reporting Information [Line Items] | ||
Concentration risk percentage | 3.80% | 7.70% |
Rest of the World | ||
Segment Reporting Information [Line Items] | ||
Revenue | $ 26,772 | $ 22,072 |
Rest of the World | Geographic Concentration Risk | Revenue | ||
Segment Reporting Information [Line Items] | ||
Concentration risk percentage | 7.90% | 8.20% |
Geographic Information - Summ_2
Geographic Information - Summary of Long-lived Assets by Geographic Area (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Segment Reporting Information [Line Items] | ||
Long-lived assets | $ 23,826 | $ 18,811 |
Italy | ||
Segment Reporting Information [Line Items] | ||
Long-lived assets | $ 5,649 | $ 4,391 |
Italy | Geographic Concentration Risk | Long-Lived Assets | ||
Segment Reporting Information [Line Items] | ||
Long-lived assets, Percentage | 23.70% | 23.30% |
India | ||
Segment Reporting Information [Line Items] | ||
Long-lived assets | $ 6,108 | $ 3,778 |
India | Geographic Concentration Risk | Long-Lived Assets | ||
Segment Reporting Information [Line Items] | ||
Long-lived assets, Percentage | 25.60% | 20.10% |
United States | ||
Segment Reporting Information [Line Items] | ||
Long-lived assets | $ 11,168 | $ 10,027 |
United States | Geographic Concentration Risk | Long-Lived Assets | ||
Segment Reporting Information [Line Items] | ||
Long-lived assets, Percentage | 46.90% | 53.30% |
Rest of the World | ||
Segment Reporting Information [Line Items] | ||
Long-lived assets | $ 901 | $ 615 |
Rest of the World | Geographic Concentration Risk | Long-Lived Assets | ||
Segment Reporting Information [Line Items] | ||
Long-lived assets, Percentage | 3.80% | 3.30% |
Personnel Costs - Additional In
Personnel Costs - Additional Information (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Schedule Of Personnel Cost Allocation [Line Items] | ||
Personnel costs | $ 64,168 | $ 53,820 |
Collective Italian National Labor Agreement | ||
Schedule Of Personnel Cost Allocation [Line Items] | ||
Percentage of employees subject to agreement | 22% | |
Agreement expiration date | Dec. 31, 2023 | |
RSUs compensation | ||
Schedule Of Personnel Cost Allocation [Line Items] | ||
Personnel costs | $ 21,200 | $ 20,000 |
Personnel Costs - Schedule of A
Personnel Costs - Schedule of Allocation of Personnel Cost (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Schedule Of Personnel Cost Allocation [Line Items] | ||
Total Personnel Costs | $ 64,168 | $ 53,820 |
Research and Development | ||
Schedule Of Personnel Cost Allocation [Line Items] | ||
Total Personnel Costs | 13,450 | 13,908 |
Sales and Marketing | ||
Schedule Of Personnel Cost Allocation [Line Items] | ||
Total Personnel Costs | 14,832 | 11,007 |
General and Administrative | ||
Schedule Of Personnel Cost Allocation [Line Items] | ||
Total Personnel Costs | $ 35,886 | $ 28,905 |
Financial Expense, Net - Schedu
Financial Expense, Net - Schedule of Financial Expense, Net (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Financial Income: | ||
Interest income | $ 1,188 | $ 1,128 |
Gain on derivatives | 96 | 70 |
Total Financial Income | 1,284 | 1,198 |
Financial Expense: | ||
Interest expense | (15,188) | (9,993) |
Investment write-off | (67) | |
Total Financial Expense | (15,255) | (9,993) |
Financial expense, net | $ (13,971) | $ (8,795) |
Stockholders' Equity (Deficit)
Stockholders' Equity (Deficit) - Additional Information (Details) | 12 Months Ended | ||||||||
Jun. 01, 2021 $ / shares shares | Jun. 01, 2021 $ / shares shares | Feb. 18, 2021 shares | Jul. 24, 2020 shares | Jun. 29, 2020 $ / shares shares | Dec. 31, 2022 $ / shares shares | Mar. 06, 2023 $ / shares | Dec. 31, 2021 $ / shares shares | Apr. 29, 2020 shares | |
Class Of Stock [Line Items] | |||||||||
Common stock, shares authorized | 100,000,000 | 100,000,000 | |||||||
Common stock, voting rights per share | one | ||||||||
Common stock, shares issued | 13,759,169 | 12,809,056 | |||||||
Common stock, shares outstanding | 12,959,724 | 12,009,611 | |||||||
Common stock, par value | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||||
Preferred stock, shares authorized | 1,000,000 | 1,000,000 | |||||||
Preferred stock, shares issued | 0 | 0 | |||||||
Stockholders' equity, reverse stock split, conversion ratio | 3.5 | ||||||||
Preferred stock, shares outstanding | 0 | 0 | |||||||
Underwriting Agreement | |||||||||
Class Of Stock [Line Items] | |||||||||
Common stock, par value | $ / shares | $ 0.0001 | ||||||||
mGage | |||||||||
Class Of Stock [Line Items] | |||||||||
Common stock, par value | $ / shares | $ 0.0001 | $ 0.0001 | |||||||
Business combination, share price per share | 457,143 | 457,143 | 457,143 | ||||||
mGage | PIPE Subscription Agreements | |||||||||
Class Of Stock [Line Items] | |||||||||
Common stock, par value | $ / shares | $ 0.0001 | $ 0.0001 | |||||||
Business combination, share price per share | 2,400,000 | 2,400,000 | |||||||
Common Stock | |||||||||
Class Of Stock [Line Items] | |||||||||
Stockholders' equity, reverse stock split, conversion ratio | 3.5 | ||||||||
Stockholders' equity, reverse stock split | each 3.5 shares of common stock were combined and reconstituted into one share of common stock effective March 9, 2023. | ||||||||
Common Stock | Underwriting Agreement | |||||||||
Class Of Stock [Line Items] | |||||||||
Issuance and sale of common stock | 2,222,222 | ||||||||
Common Stock | Underwriting Agreement | Over Allotment Option | |||||||||
Class Of Stock [Line Items] | |||||||||
Issuance and sale of common stock | 281,405 | ||||||||
Earnout Share | |||||||||
Class Of Stock [Line Items] | |||||||||
Common stock, shares issued | 503,895 |
Warrants - Additional Informati
Warrants - Additional Information (Details) - USD ($) | 12 Months Ended | |||||
Aug. 27, 2021 | Aug. 24, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | Mar. 09, 2023 | Mar. 08, 2023 | |
Class Of Warrant Or Right [Line Items] | ||||||
Aggregate purchase price of warrants | $ 5,474,000 | |||||
Warrant | ||||||
Class Of Warrant Or Right [Line Items] | ||||||
Warrant agreement date | Dec. 12, 2017 | |||||
Number of fractional shares issued upon exercise of warrants | 0 | |||||
Period after business combination when warrants become exercisable | 30 days | |||||
Warrants exercisable expiration period after completion of business combination | 5 years | |||||
Redemption price per warrant | $ 0.01 | |||||
Minimum period of prior written notice of redemption of warrants | 30 days | |||||
Minimum price per share required for redemption of warrants | $ 63 | |||||
Warrants redemption covenant, threshold trading days | 20 days | |||||
Warrants redemption covenant, threshold consecutive trading days | 30 days | |||||
Change in fair value of private placement warrants | $ 863,000 | $ 546,000 | ||||
Warrants or rights outstanding | 5,440,662 | |||||
Warrant | Subsequent Event | ||||||
Class Of Warrant Or Right [Line Items] | ||||||
Warrants exercisable price per share | $ 40.25 | $ 11.50 | ||||
Aggregate amount of shares that can be purchased by warrants | 1,554,475 | 5,440,662 | ||||
Payment per share to repurchase warrants | $ 40.25 | $ 11.50 | ||||
Warrant Repurchase Agreements | ||||||
Class Of Warrant Or Right [Line Items] | ||||||
Warrants exercisable price per share | $ 11.38 | |||||
Aggregate amount of shares that can be purchased by warrants | 481,277 | |||||
Payment per share to repurchase warrants | $ 11.38 | |||||
Aggregate purchase price of warrants | $ 5,500,000 | $ 5,500,000 |
Restricted Stock Units - Additi
Restricted Stock Units - Additional Information (Details) $ / shares in Units, $ in Thousands | 1 Months Ended | 12 Months Ended | ||||||
Mar. 06, 2023 | Feb. 01, 2021 shares | Feb. 01, 2020 shares | Dec. 31, 2019 USD ($) $ / shares shares | Dec. 31, 2022 USD ($) $ / shares shares | Dec. 31, 2021 USD ($) $ / shares shares | Dec. 31, 2019 shares | Dec. 30, 2022 shares | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||
Shares granted | 38,571 | 858,182 | 944,513 | |||||
Award vesting period | 3 years | |||||||
Stockholders' equity, reverse stock split, conversion ratio | 3.5 | |||||||
Common Stock | ||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||
Stockholders' equity, reverse stock split, conversion ratio | 3.5 | |||||||
Subsequent Event | Common Stock | ||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||
Stockholders' equity, reverse stock split, conversion ratio | 3.5 | |||||||
Within February 1, 2021 | ||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||
Award vesting rights, percentage | 40% | |||||||
Within One Year of Grant Date | ||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||
Award vesting rights, percentage | 25% | 25% | ||||||
Following Three-year Period | ||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||
Award vesting rights, percentage | 75% | 75% | ||||||
Restricted Stock Units (RSUs) | ||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||
Shares granted | 577,260 | 953,170 | 858,182 | |||||
Aggregate grant date fair value of shares granted | $ | $ 27,500 | |||||||
Grant date fair value per share | $ / shares | $ 28.88 | $ 19.49 | ||||||
Award vesting period | 3 years | |||||||
Shares of common stock underlying outstanding restricted stock units | 1,002,071 | 1,249,720 | 3,507,250 | |||||
Shares of common stock underlying outstanding restricted stock units | $ / shares | $ 30.57 | $ 36.15 | ||||||
Compensation expense | $ | $ 21,170 | $ 19,991 | ||||||
Unrecognized compensation cost | $ | $ 12,400 | $ 26,300 | ||||||
Unrecognized compensation cost weighted-average remaining period | 1 year 3 months 14 days | 1 year 4 months 6 days | ||||||
Number of non-vested shares | 1,002,071 | 1,249,720 | 3,507,250 | |||||
Restricted Stock Units (RSUs) | 2019 EIP | ||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||
Shares of common stock underlying outstanding restricted stock units | 867,376 | 954,515 | ||||||
Number of non-vested shares | 867,376 | 954,515 | ||||||
Restricted Stock Units (RSUs) | Vest in One Year | ||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||
Shares granted | 236,121 | |||||||
Restricted Stock Units (RSUs) | 2019 Targeted Adjusted EBITDA is Achieved | ||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||
Shares granted | 31,624 | |||||||
Restricted Stock Units (RSUs) | 2020 Targeted Adjusted EBITDA is Achieved | ||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||
Shares granted | 31,623 | |||||||
Restricted Stock Units (RSUs) | Within February 1, 2021 | ||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||
Award vesting rights, percentage | 25% | |||||||
Restricted Stock Units (RSUs) | Three-year Period Starting from February 1, 2021 | ||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||
Award vesting rights, percentage | 75% |
Restricted Stock Units - Summar
Restricted Stock Units - Summary of Outstanding RSUs (Details) - $ / shares | 1 Months Ended | 12 Months Ended | |||
Feb. 01, 2021 | Feb. 01, 2020 | Dec. 31, 2019 | Dec. 31, 2022 | Dec. 31, 2021 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Shares granted | 38,571 | 858,182 | 944,513 | ||
Restricted Stock Units (RSUs) | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Number of shares, Non-vested as of December 31, 2021 | 1,249,720 | ||||
Number of shares, Vested | (990,727) | ||||
Shares granted | 577,260 | 953,170 | 858,182 | ||
Number of shares, Cancelled | (115,104) | ||||
Number of shares, Non-vested as of December 31, 2022 | 1,002,071 | 1,249,720 | |||
Weighted-average grant date fair value (per share),Non-vested as of December 31, 2021 | $ 36.15 | ||||
Weighted-average grant date fair value (per share), Vested | 27.73 | ||||
Weighted-average grant date fair value (per share), Granted | $ 28.88 | 19.49 | |||
Weighted-average grant date fair value, Cancelled | 32.95 | ||||
Weighted-average grant date fair value (per share), Non-vested as of December 31, 2022 | $ 30.57 | $ 36.15 |
Restricted Stock Units - Summ_2
Restricted Stock Units - Summary of RSUs Compensation Expense (Details) - RSUs compensation - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Allocated Share Based Compensation Expense | $ 21,170 | $ 19,991 |
Research and Development | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Allocated Share Based Compensation Expense | 2,131 | 3,707 |
Sales and Marketing | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Allocated Share Based Compensation Expense | 2,890 | 2,075 |
General and Administrative | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Allocated Share Based Compensation Expense | $ 16,149 | $ 14,209 |
Income Taxes - Schedule of Dome
Income Taxes - Schedule of Domestic and Foreign Components of Loss Before Income Tax Benefit (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | ||
Domestic | $ (86,667) | $ (39,536) |
Foreign | (16,016) | (2,150) |
Loss before income tax benefit | $ (102,683) | $ (41,686) |
Income Taxes - Schedule of Prov
Income Taxes - Schedule of Provision for Federal and State Income Taxes (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Current | ||
US federal corporate income tax | $ (50,000) | $ (959,000) |
US state corporate income tax | 162,000 | 78,000 |
Current | 734,000 | 363,000 |
Deferred | ||
US federal corporate income tax | (3,411,000) | (6,407,000) |
US state corporate income tax | (182,000) | (1,272,000) |
Foreign | (1,296) | (373) |
Deferred | (4,889,000) | (8,052,000) |
Income tax benefit | (4,155,000) | (7,689,000) |
India | ||
Current | ||
Foreign | $ 522,000 | $ 1,244,000 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) | 1 Months Ended | 3 Months Ended | 12 Months Ended | |||||
Dec. 30, 2021 | Aug. 31, 2022 USD ($) | Jun. 30, 2021 USD ($) | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | Dec. 31, 2020 TaxableYear | Dec. 31, 2019 TaxableYear | Dec. 31, 2018 TaxableYear | |
Income Taxes [Line Items] | ||||||||
U.S. federal statutory tax rate | 21% | 21% | ||||||
Deferred interest expense | $ 12,497,000 | $ 9,529,000 | ||||||
Valuation allowance | 60,542,000 | 33,967,000 | ||||||
Gross deferred tax asset | $ 76,086,000 | 65,527,000 | ||||||
Accumulated interest expense | 65,000 | |||||||
Open tax year | 2017 2018 2019 2020 2021 2022 | |||||||
CARES act of 2020 aid carrybacks to offset percentage of taxable income | 100% | |||||||
CARES act of 2020 aid carrybacks, number of preceding taxable years to generate refund of previously paid income taxes | TaxableYear | 5 | 5 | 5 | |||||
Amount of prior paid taxes to recover through NOL carryback | $ 959,000 | |||||||
Deferred tax assets recognized | 15,544,000 | 31,560,000 | ||||||
Tax liability | 15,544,000 | $ 32,713,000 | ||||||
Italy | ||||||||
Income Taxes [Line Items] | ||||||||
Substitute tax rate | 3% | |||||||
Deferred tax amortization period | 18 years | 50 years | ||||||
First installment payment amount | $ 220,000 | |||||||
Italy | Kaleyra S.p.A | ||||||||
Income Taxes [Line Items] | ||||||||
One-time partial step-up of trademark for tax purposes | $ 24,300,000 | |||||||
Deferred tax assets recognized | $ 5,800,000 | |||||||
Tax liability | $ 730,000 | |||||||
Federal | ||||||||
Income Taxes [Line Items] | ||||||||
Deferred interest expense | $ 31,100,000 | |||||||
Percentage of annual deduction of taxable income and to extent of business interest income | 30% | |||||||
United States | Federal | ||||||||
Income Taxes [Line Items] | ||||||||
Net operating loss carryforwards | $ 174,700,000 | |||||||
Net operating loss carryforwards, subjects to expiration | 90,400,000 | |||||||
Net operating loss carryforwards, indefinite life | $ 84,300,000 | |||||||
United States | Federal | Minimum | ||||||||
Income Taxes [Line Items] | ||||||||
Net operating loss carryforwards expiration year | 2032 | |||||||
United States | Federal | Maximum | ||||||||
Income Taxes [Line Items] | ||||||||
Net operating loss carryforwards expiration year | 2037 | |||||||
United States | State | ||||||||
Income Taxes [Line Items] | ||||||||
Net operating loss carryforwards | $ 203,600,000 | |||||||
Net operating loss carryforwards, subjects to expiration | 176,000,000 | |||||||
Net operating loss carryforwards, indefinite life | $ 27,500,000 | |||||||
United States | State | Minimum | ||||||||
Income Taxes [Line Items] | ||||||||
Net operating loss carryforwards expiration year | 2023 | |||||||
United States | State | Maximum | ||||||||
Income Taxes [Line Items] | ||||||||
Net operating loss carryforwards expiration year | 2041 | |||||||
Switzerland | ||||||||
Income Taxes [Line Items] | ||||||||
Net operating loss carryforwards | $ 33,600,000 | |||||||
Switzerland | Minimum | ||||||||
Income Taxes [Line Items] | ||||||||
Net operating loss carryforwards expiration year | 2023 | |||||||
Switzerland | Maximum | ||||||||
Income Taxes [Line Items] | ||||||||
Net operating loss carryforwards expiration year | 2027 |
Income Taxes - Schedule of Reco
Income Taxes - Schedule of Reconciliation of the Statutory Effective Tax Rate (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | ||
Loss before income tax benefit | $ (102,683) | $ (41,686) |
Primary tax rate of the Company | 21% | 21% |
Tax benefit calculated according to the Company's primary tax rate | $ (21,563) | $ (8,754) |
State income tax, net of Federal | (1,423) | (2,082) |
Foreign tax rates differences | 3,885 | (308) |
Change in valuation allowance | 13,117 | 2,032 |
Costs not deductible for tax purposes | 1,829 | 1,107 |
Foreign undistributed earnings | 316 | |
Income tax benefit | $ (4,155) | $ (7,689) |
Income Taxes - Schedule of Re_2
Income Taxes - Schedule of Reconciliation of the Statutory Effective Tax Rate (Parenthetical) (Details) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | ||
Primary tax rate of the Company | 21% | 21% |
Income Taxes - Components of De
Income Taxes - Components of Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Deferred tax assets: | ||
Capitalized costs | $ 1,896 | $ 2,531 |
Asset revaluation | 6,037 | 5,684 |
Deferred interest expense | 12,497 | 9,529 |
Deferred compensation liabilities | 5,376 | 4,474 |
Property and equipment | 44 | |
Reserves and accruals | 1,125 | 1,461 |
Net operating loss carryforward | 48,806 | 41,817 |
Other | 305 | 31 |
Total deferred tax assets | 76,086 | 65,527 |
Less: valuation allowance | (60,542) | (33,967) |
Total deferred tax assets, net | 15,544 | 31,560 |
Deferred tax liabilities: | ||
Intangible assets | 13,976 | 30,664 |
Undistributed profits | 938 | |
Property and equipment | 1,431 | 1,111 |
Other | 137 | |
Total deferred tax liabilities | $ 15,544 | 32,713 |
Net deferred tax assets (liabilities) | $ (1,153) |
Income Taxes - Summary of Gross
Income Taxes - Summary of Gross Unrecognized Tax Benefits (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | ||
Gross unrecognized tax benefits, beginning of the year | $ 1,217 | $ 630 |
Additions for tax positions of prior years | 481 | |
Additions for tax positions related to the current year | 99 | |
Reductions due to a lapse of the applicable statute of limitations | (1) | (48) |
Reductions for tax positions of prior years | 716 | |
Effect of exchange rate | (10) | |
Subtotal | 500 | 1,152 |
Interest and penalties | 65 | |
Total gross unrecognized tax benefits, end of the year | $ 500 | $ 1,217 |
Net Loss Per Share - Schedule o
Net Loss Per Share - Schedule of Calculation of Basic and Diluted Loss Per Common Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Earnings Per Share [Abstract] | ||
Net loss | $ (98,528) | $ (33,997) |
Weighted-average shares used to compute net loss per common share, basic | 12,534,749 | 10,580,485 |
Weighted-average shares used to compute net loss per common share, diluted | 12,534,749 | 10,580,485 |
Net loss per common share, basic | $ (7.86) | $ (3.21) |
Net loss per common share, diluted | $ (7.86) | $ (3.21) |
Net Loss Per Share - Additional
Net Loss Per Share - Additional Information (Details) - shares | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Earnings Per Share [Abstract] | ||
Weighted-average number of outstanding shares of common stock excluded from calculation of diluted net loss per share | 1,399,420 | 3,158,249 |
Transactions with Related Par_3
Transactions with Related Parties - Additional Information (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Studio Legale Chiomenti | Legal Services | ||
Related Party Transaction [Line Items] | ||
Cost incurred for related party services | $ 12,000 | $ 159,000 |
Alessandra Levy | Kaleyra S.p.A | ||
Related Party Transaction [Line Items] | ||
Cost incurred for related party services | 437,000 | 245,000 |
Pietro Calogero | Kaleyra S.p.A | ||
Related Party Transaction [Line Items] | ||
Cost incurred for related party services | $ 50,000 | $ 55,000 |
Transactions with Related Par_4
Transactions with Related Parties - Schedule of Expenses for Related Parties (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Research and Development | ||
Related Party Transaction [Line Items] | ||
Expenses for related parties | $ 50 | $ 55 |
Sales and Marketing | ||
Related Party Transaction [Line Items] | ||
Expenses for related parties | 437 | 245 |
General and Administrative | ||
Related Party Transaction [Line Items] | ||
Expenses for related parties | $ 12 | 159 |
Financial Expense, Net | ||
Related Party Transaction [Line Items] | ||
Expenses for related parties | $ 63 |
Legal Matters - Additional Info
Legal Matters - Additional Information (Details) € in Millions | 12 Months Ended | ||||
Apr. 16, 2019 EUR (€) | Oct. 17, 2018 EUR (€) | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | Dec. 31, 2020 USD ($) | |
Commitments And Contingencies Disclosure [Abstract] | |||||
Claim filing date | April 16, 2019 | October 17, 2018 | |||
Name of plaintiff | Kaleyra | Kaleyra | |||
Name of defendant | Telecom Italia S.p.A. (“Telecom”) and Telecom Italia Sparkle S.p.A. (“Sparkle”, jointly with Telecom “Defendants”) | Vodafone Italia S.p.A | |||
Domicile of litigation | Court of Milan | Court of Milan | |||
Compensation amount | € 8.3 | € 6.1 | $ 6,900,000 | $ 10,200,000 | |
Loss contingencies first hearing date | Dec. 11, 2019 | ||||
Loss contingencies final hearing date | Apr. 29, 2020 | ||||
Loss contingencies recognition of actions | $ 0 |
Subsequent Events - Additional
Subsequent Events - Additional Information (Details) | 12 Months Ended | ||||
Mar. 06, 2023 $ / shares | Feb. 14, 2023 | Dec. 31, 2022 $ / shares | Nov. 07, 2022 $ / shares | Dec. 31, 2021 $ / shares | |
Subsequent Event [Line Items] | |||||
Stockholders' equity, reverse stock split, conversion ratio | 3.5 | ||||
Description on Change in number of shares due to reverse stock split effect | each outstanding 2 to 5 shares would be reclassified and combined into 1 share of the Company’s common stock | ||||
Common stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||
Maximum | |||||
Subsequent Event [Line Items] | |||||
Common stock, par value | $ 1 | ||||
Common Stock | |||||
Subsequent Event [Line Items] | |||||
Stockholders' equity, reverse stock split | each 3.5 shares of common stock were combined and reconstituted into one share of common stock effective March 9, 2023. | ||||
Stockholders' equity, reverse stock split, conversion ratio | 3.5 | ||||
Subsequent Event | |||||
Subsequent Event [Line Items] | |||||
Common stock, par value | $ 0.0001 | ||||
Subsequent Event | Common Stock | |||||
Subsequent Event [Line Items] | |||||
Stockholders' equity, reverse stock split | range of 1-for-2 to 1-for-5 | ||||
Stockholders' equity, reverse stock split, conversion ratio | 3.5 | ||||
Common stock, par value | $ 0.0001 | ||||
Subsequent Event | Common Stock | Minimum | |||||
Subsequent Event [Line Items] | |||||
Stockholders' equity, reverse stock split, conversion ratio | 0.2 | ||||
Subsequent Event | Common Stock | Maximum | |||||
Subsequent Event [Line Items] | |||||
Stockholders' equity, reverse stock split, conversion ratio | 0.5 |