Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 30, 2023 | Aug. 04, 2023 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Jun. 30, 2023 | |
Document Fiscal Year Focus | 2023 | |
Document Fiscal Period Focus | Q2 | |
Entity Registrant Name | KALEYRA, INC. | |
Entity Central Index Key | 0001719489 | |
Current Fiscal Year End Date | --12-31 | |
Entity Current Reporting Status | Yes | |
Entity Filer Category | Accelerated Filer | |
Entity Small Business | true | |
Entity Shell Company | false | |
Entity Emerging Growth Company | false | |
Entity Common Stock, Shares Outstanding | 13,325,920 | |
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 | |
Entity Address, State or Province | NY | |
Entity Address, Postal Zip Code | 10004 | |
City Area Code | +1 917 | |
Local Phone Number | 508 9185 | |
Document Quarterly Report | true | |
Document Transition Report | false | |
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, at an Exercise Price of $11.50 per Share of Common Stock | ||
Document Information [Line Items] | ||
Title of Each Class | Warrants, at an exercise price of $40.25 per share of Common Stock | |
Trading Symbol | KLR WS | |
Name of Each Exchange on Which Registered | NYSEAMER |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Unaudited) - USD ($) | Jun. 30, 2023 | Mar. 31, 2023 | Dec. 31, 2022 | ||
Current assets: | |||||
Cash and cash equivalents | $ 63,866,000 | $ 77,500,000 | |||
Restricted cash | 488,000 | 480,000 | |||
Short-term investments | 630,000 | 587,000 | |||
Trade receivables, net | 73,653,000 | 86,783,000 | |||
Deferred cost | 354,000 | 319,000 | |||
Prepaid expenses | 3,451,000 | 3,989,000 | |||
Other current assets | 4,748,000 | 3,387,000 | |||
Total current assets | 147,190,000 | 173,045,000 | |||
Property and equipment, net | 23,535,000 | 23,826,000 | |||
Operating right-of-use assets | 2,599,000 | 2,931,000 | |||
Intangible assets, net | 52,678,000 | 57,400,000 | |||
Goodwill | 111,905,000 | 111,526,000 | |||
Other long-term assets | 2,219,000 | 1,445,000 | |||
Total Assets | 340,126,000 | 370,173,000 | |||
Current liabilities: | |||||
Accounts payable | 73,038,000 | 82,258,000 | |||
Lines of credit | 3,468,000 | 3,955,000 | |||
Current portion of notes payable | 405,000 | ||||
Current portion of bank and other borrowings | 9,389,000 | 11,419,000 | |||
Deferred revenue | 2,443,000 | 3,528,000 | |||
Payroll and payroll related accrued liabilities | 6,855,000 | 5,993,000 | |||
Other current liabilities | 10,644,000 | 9,431,000 | |||
Total current liabilities | 105,837,000 | 116,989,000 | |||
Long-term portion of bank and other borrowings | 9,494,000 | 13,459,000 | |||
Long-term portion of notes payable | 192,844,000 | 191,777,000 | |||
Long-term portion of employee benefit obligation | 2,380,000 | 2,373,000 | |||
Other long-term liabilities | 3,193,000 | 3,362,000 | |||
Total Liabilities | 313,748,000 | 327,960,000 | |||
Commitments and contingencies (Note 14) | |||||
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 as of June 30, 2023 and December 31, 2022; 14,125,366 shares issued and 13,325,920 shares outstanding as of June 30, 2023 and 13,858,440 shares issued and 13,058,994 shares outstanding as of December 31, 2022 | 1,000 | 1,000 | |||
Additional paid-in capital | 282,459,000 | 278,473,000 | |||
Treasury stock, at cost; 799,446 shares as of June 30, 2023 and December 31, 2022 | (30,431,000) | (30,431,000) | |||
Accumulated other comprehensive loss | (4,710,000) | (5,212,000) | |||
Accumulated deficit | (220,941,000) | (200,618,000) | |||
Total stockholders’ equity | 26,378,000 | $ 33,620,000 | [1] | 42,213,000 | [1] |
Total liabilities and stockholders’ equity | $ 340,126,000 | $ 370,173,000 | |||
[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. Fractional shares were not issued in connection with the Reverse Stock Split. Stockholders, who otherwise would have been entitled to receive fractional shares because they held a number of shares not evenly divisible by the split ratio, received an additional fraction of a share of common stock to round up to the next whole share. |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) - $ / shares | Jun. 30, 2023 | Dec. 31, 2022 |
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 | 14,125,366 | 13,858,440 |
Common stock, shares outstanding | 13,325,920 | 13,058,994 |
Treasury stock, shares | 799,446 | 799,446 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Income Statement [Abstract] | ||||
Revenue | $ 86,752 | $ 81,109 | $ 170,370 | $ 161,590 |
Cost of revenue | 64,981 | 62,459 | 127,499 | 125,202 |
Gross profit | 21,771 | 18,650 | 42,871 | 36,388 |
Operating expenses: | ||||
Research and development | 5,314 | 6,265 | 10,716 | 11,155 |
Sales and marketing | 5,459 | 7,226 | 11,473 | 14,326 |
General and administrative | 15,192 | 16,594 | 29,228 | 31,974 |
Intangible asset impairment | 321 | 321 | ||
Total operating expenses | 26,286 | 30,085 | 51,738 | 57,455 |
Loss from operations | (4,515) | (11,435) | (8,867) | (21,067) |
Other income (expense), net | (200) | 37 | (185) | 83 |
Financial expense, net | (3,821) | (3,417) | (7,455) | (6,569) |
Foreign currency loss | (156) | (1,117) | (1,125) | (860) |
Loss before income tax expense | (8,692) | (15,932) | (17,632) | (28,413) |
Income tax expense (benefit) | 397 | (95) | 1,421 | 596 |
Net loss | $ (9,089) | $ (15,837) | $ (19,053) | $ (29,009) |
Net loss per common share, basic | $ (0.69) | $ (1.28) | $ (1.45) | $ (2.37) |
Net loss per common share, diluted | $ (0.69) | $ (1.28) | $ (1.45) | $ (2.37) |
Weighted-average shares used in computing net loss per common share, basic | 13,256,071 | 12,403,102 | 13,150,321 | 12,236,911 |
Weighted-average shares used in computing net loss per common share,diluted | 13,256,071 | 12,403,102 | 13,150,321 | 12,236,911 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Comprehensive Loss (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Statement of Comprehensive Income [Abstract] | ||||
Net loss | $ (9,089) | $ (15,837) | $ (19,053) | $ (29,009) |
Other comprehensive income (loss): | ||||
Foreign currency translation adjustments | (134) | (1,900) | 486 | (2,534) |
Net change in unrealized gain on marketable securities, net of tax | 8 | 4 | 16 | 9 |
Total other comprehensive income (loss) | (126) | (1,896) | 502 | (2,525) |
Total comprehensive loss | $ (9,215) | $ (17,733) | $ (18,551) | $ (31,534) |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Stockholders' Equity (Deficit) (Unaudited) - USD ($) $ in Thousands | Total | Cumulative -effect Adjustment | Common Stock | Additional Paid-in Capital | Treasury Stock | Accumulated Other Comprehensive Loss | Accumulated Deficict | Accumulated Deficict Cumulative -effect Adjustment | |||||||
Beginning balance at Dec. 31, 2021 | [1] | $ 117,422 | $ 1 | $ 251,662 | $ (30,431) | $ (2,010) | $ (101,800) | ||||||||
Beginning balance, shares at Dec. 31, 2021 | [1] | 12,908,327 | 799,446 | ||||||||||||
Other comprehensive income (loss) | (629) | ||||||||||||||
Ending balance at Mar. 31, 2022 | [1] | 110,380 | $ 1 | 258,421 | $ (30,431) | (2,639) | (114,972) | ||||||||
Ending balance, shares at Mar. 31, 2022 | [1] | 13,002,097 | 799,446 | ||||||||||||
Beginning balance at Dec. 31, 2021 | [1] | 117,422 | $ 1 | 251,662 | $ (30,431) | (2,010) | (101,800) | ||||||||
Beginning balance, shares at Dec. 31, 2021 | [1] | 12,908,327 | 799,446 | ||||||||||||
Stock-based compensation (RSUs) | 19,014 | 19,014 | |||||||||||||
Stock-based compensation (RSUs), shares | 660,207 | ||||||||||||||
Net loss | (29,009) | (29,009) | |||||||||||||
Other comprehensive income (loss) | (2,525) | (2,525) | |||||||||||||
Ending balance at Jun. 30, 2022 | [1] | 104,902 | $ 1 | 270,676 | $ (30,431) | (4,535) | (130,809) | ||||||||
Ending balance, shares at Jun. 30, 2022 | [1] | 13,568,534 | 799,446 | ||||||||||||
Beginning balance at Mar. 31, 2022 | [1] | 110,380 | $ 1 | 258,421 | $ (30,431) | (2,639) | (114,972) | ||||||||
Beginning balance, shares at Mar. 31, 2022 | [1] | 13,002,097 | 799,446 | ||||||||||||
Stock-based compensation (RSUs) | 12,255 | 12,255 | |||||||||||||
Stock-based compensation (RSUs), shares | 566,437 | ||||||||||||||
Net loss | (15,837) | (15,837) | |||||||||||||
Other comprehensive income (loss) | (1,896) | (1,896) | |||||||||||||
Ending balance at Jun. 30, 2022 | [1] | 104,902 | $ 1 | 270,676 | $ (30,431) | (4,535) | (130,809) | ||||||||
Ending balance, shares at Jun. 30, 2022 | [1] | 13,568,534 | 799,446 | ||||||||||||
Beginning balance at Dec. 31, 2022 | 42,213 | [1] | $ (1,270) | $ 1 | [1] | 278,473 | [1] | $ (30,431) | [1] | (5,212) | [1] | (200,618) | [1] | $ (1,270) | |
Beginning balance, shares at Dec. 31, 2022 | [1] | 13,858,440 | 799,446 | ||||||||||||
Other comprehensive income (loss) | 628 | ||||||||||||||
Ending balance at Mar. 31, 2023 | [1] | 33,620 | $ 1 | 280,486 | $ (30,431) | (4,584) | (211,852) | ||||||||
Ending balance, shares at Mar. 31, 2023 | [1] | 13,998,241 | 799,446 | ||||||||||||
Beginning balance at Dec. 31, 2022 | $ 42,213 | [1] | $ (1,270) | $ 1 | [1] | 278,473 | [1] | $ (30,431) | [1] | (5,212) | [1] | (200,618) | [1] | $ (1,270) | |
Beginning balance, shares at Dec. 31, 2022 | [1] | 13,858,440 | 799,446 | ||||||||||||
Accounting Standards Update [Extensible Enumeration] | us-gaap:AccountingStandardsUpdate201911Member | ||||||||||||||
Stock-based compensation (RSUs) | $ 3,986 | 3,986 | |||||||||||||
Stock-based compensation (RSUs), shares | 266,926 | ||||||||||||||
Net loss | (19,053) | (19,053) | |||||||||||||
Other comprehensive income (loss) | 502 | 502 | |||||||||||||
Ending balance at Jun. 30, 2023 | 26,378 | $ 1 | 282,459 | $ (30,431) | (4,710) | (220,941) | |||||||||
Ending balance, shares at Jun. 30, 2023 | 14,125,366 | 799,446 | |||||||||||||
Beginning balance at Mar. 31, 2023 | [1] | 33,620 | $ 1 | 280,486 | $ (30,431) | (4,584) | (211,852) | ||||||||
Beginning balance, shares at Mar. 31, 2023 | [1] | 13,998,241 | 799,446 | ||||||||||||
Stock-based compensation (RSUs) | 1,973 | 1,973 | |||||||||||||
Stock-based compensation (RSUs), shares | 127,125 | ||||||||||||||
Net loss | (9,089) | (9,089) | |||||||||||||
Other comprehensive income (loss) | (126) | (126) | |||||||||||||
Ending balance at Jun. 30, 2023 | $ 26,378 | $ 1 | $ 282,459 | $ (30,431) | $ (4,710) | $ (220,941) | |||||||||
Ending balance, shares at Jun. 30, 2023 | 14,125,366 | 799,446 | |||||||||||||
[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. Fractional shares were not issued in connection with the Reverse Stock Split. Stockholders, who otherwise would have been entitled to receive fractional shares because they held a number of shares not evenly divisible by the split ratio, received an additional fraction of a share of common stock to round up to the next whole share. |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Stockholders' Equity (Deficit) (Unaudited) (Parenthetical) | 12 Months Ended |
Dec. 31, 2022 | |
Stockholders' equity, reverse stock split, conversion ratio | 3.5 |
Condensed Consolidated Statem_5
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | ||
Cash Flows from Operating Activities: | |||
Net loss | $ (19,053) | $ (29,009) | |
Adjustments to reconcile net loss to net cash used in operating activities: | |||
Depreciation and amortization | 8,948 | 11,838 | |
Stock-based compensation | 3,986 | 15,249 | |
Write off of property and equipment | 220 | ||
Impairment of intangible assets | 321 | ||
Non-cash reduction to the right-of-use asset | (4) | ||
Provision for doubtful accounts | 4,163 | 925 | |
Realized gains on marketable securities | 16 | 9 | |
Employee benefit obligation | 326 | 752 | |
Change in fair value of warrant liability | 26 | (810) | |
Non-cash interest expense | 1,090 | 1,014 | |
Deferred taxes | 176 | ||
Change in operating assets and liabilities: | |||
Trade receivables | 8,139 | (13,319) | |
Other current assets | (763) | 1,916 | |
Deferred cost | (35) | 12 | |
Operating lease liability | 2 | ||
Other long-term assets | (764) | (1,187) | |
Accounts payable | (9,942) | 5,361 | |
Other current liabilities | 2,083 | 1,678 | |
Deferred revenue | (1,124) | (2,389) | |
Long-term liabilities | (260) | (87) | |
Net cash used in operating activities | (2,625) | (7,871) | |
Cash Flows from Investing Activities: | |||
Purchase of short-term investments | (46) | (1,165) | |
Sale of short-term investments | 8 | 6,459 | |
Purchase of property and equipment | (888) | (966) | |
Capitalized software development costs | (3,299) | (4,502) | |
Purchase of intangible assets | (17) | ||
Net cash used in investing activities | (4,225) | (1,196) | |
Cash Flows from Financing Activities: | |||
Proceeds from (repayments on) line of credit, net | (539) | (1,776) | |
Repayments on term loans | (6,392) | (4,493) | |
Repayments on notes | (405) | ||
Repayments on capital lease | (98) | (46) | |
Net cash used in financing activities | (7,434) | (6,315) | |
Effect of exchange rate changes on cash, cash equivalents and restricted cash | 658 | (2,230) | |
Net decrease in cash, cash equivalents and restricted cash | (13,626) | (17,612) | |
Cash, cash equivalents and restricted cash, beginning of period | [1] | 77,980 | 91,702 |
Cash, cash equivalents and restricted cash, end of period | [1] | 64,354 | 74,090 |
Supplemental disclosures of cash flow information: | |||
Cash paid for interest | 6,779 | 6,460 | |
Cash paid for income taxes | 239 | ||
Non-cash investing and financing activities | |||
Restricted stock units granted to employees for bonuses | 3,764 | ||
Consideration payable | 488 | 468 | |
ASU 2016-13 | |||
Non-cash investing and financing activities | |||
Adoption of ASC 326 | $ (1,270) | ||
Bandyer S.r.l | |||
Cash Flows from Investing Activities: | |||
Acquisition, net of cash acquired | $ (1,005) | ||
[1] As of June 30, 2023, includes $ 63.9 million of cash and cash equivalents and $ 488,000 of restricted cash; as of December 31, 2022, includes $ 77.5 million of cash and cash equivalents and $ 480,000 of restricted cash. |
Condensed Consolidated Statem_6
Condensed Consolidated Statements of Cash Flows (Parenthetical) - USD ($) | Jun. 30, 2023 | Dec. 31, 2022 |
Statement of Cash Flows [Abstract] | ||
Cash and cash equivalents | $ 63,866,000 | $ 77,500,000 |
Restricted cash | $ 488,000 | $ 480,000 |
Description of Organization and
Description of Organization and Business Operations | 6 Months Ended |
Jun. 30, 2023 | |
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, The Campaign Registry Inc. (“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 of Kaleyra common stock on the date of issuance, equal to $ 18.8 million (on a post-reverse split basis). 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 New York Stock Exchange (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 laws 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., the ninety-nine percent ( 99 %) direct owner of Kaleyra US Inc. and one percent ( 1 %) direct owner 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 were incorporated under Kaleyra S.p.A. effective January 13, 2022. Reverse Stock Split On November 7, 2022, Kaleyra received a written notice (the “Price 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 Price 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. 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”). 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. Fractional shares were not issued in connection with the Reverse Stock Split. Stockholders, who otherwise would have been entitled to receive fractional shares because they held a number of shares not evenly divisible by the split ratio, received an additional fraction of a share of common stock to round up to the next whole share . Beginning with the opening of trading on March 9, 2023, Kaleyra’s common stock began trading on the NYSE on a split-adjusted basis under new CUSIP number 483379202 and continued to trade under the symbol “KLR”. On April 3, 2023, Kaleyra received written confirmation from the NYSE that the Company has regained compliance with the minimum share price continued listing criteria set forth in Section 802.01C of the NYSE’s Listed Company Manual, as the Company's common stock had 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 ended March 31, 2023. All share, restricted stock unit, and per share information throughout the Company's condensed 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). Merger Agreement with Tata Communications Limited On June 28, 2023, Kaleyra and Tata Communications Limited, a company listed on BSE Limited and National Stock Exchange of India Limited (“Tata Communications”), entered into an Agreement and Plan of Merger, dated as of June 28, 2023 (the “Tata Merger Agreement”), pursuant to which, at the closing, upon the terms and subject to the conditions set forth therein, Merger Sub, a Delaware corporation and wholly owned subsidiary of Tata Communications to be formed by Tata Communications, will merge with and into the Company (the “Tata Merger”), with the Company being the surviving corporation in the Tata Merger. Under the terms of the agreement, Tata Communications has agreed to acquire Kaleyra in a cash only transaction, at a price per share of $ 7.25 for a total consideration to Kaleyra shareholders of approximately $ 100 million and the assumption of all outstanding debt (approximately $ 157.4 million of net debt outstanding as of June 30, 2023). The Tata Merger has been unanimously approved by the Boards of Directors of both Tata Communications and Kaleyra. Consummation of the deal is subject to approval by Kaleyra's stockholders, certain regulatory approvals and other customary closing conditions. Upon closing of the transaction, expected in six to nine months of the announcement date, Kaleyra will become a subsidiary of Tata Communications. In connection with the execution of the Tata Merger Agreement, the Company has ceased its search for a new Chief Executive Officer. It is contemplated that Dario Calogero will continue to serve as Chief Executive Officer of the Company up to the closing of the Tata Merger. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2023 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying condensed consolidated financial statements of the Company are unaudited, and have been prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, this interim quarterly financial report does not include all disclosures required by US GAAP. In the opinion of the Company’s management, the unaudited condensed consolidated financial statements reflect all adjustments, consisting only of normal recurring adjustments, considered necessary to present fairly the financial position, results of operations and cash flows of the Company and its consolidated subsidiaries for all periods presented. The results of operations for the three and six months ended June 30, 2023 are not necessarily indicative of the results to be expected in the future or for the full fiscal year. It is recommended that these condensed consolidated financial statements be read in conjunction with the Company’s consolidated financial statements and the notes thereto included in its 2022 Annual Report on Form 10-K filed with the Securities and Exchange Commission (the “SEC”) on March 16, 2023. 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 April 3, 2023, the Company received a written notice (the “Market Cap Notice”) from the NYSE, informing Kaleyra that it was not in 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. Within forty-five days of receipt of the Market Cap Notice, the Company responded to the NYSE with a business plan to cure the deficiency and to regain compliance, subject to review, acceptance and monitoring by the NYSE, within the eighteen-month cure period following the receipt of the Market Cap Notice. On July 5, 2023, Kaleyra received written confirmation from the NYSE that the business plan was accepted by the Listings Operations Committee and the quarterly monitoring activities of the plan by the NYSE were scheduled to run throughout the eighteen-month cure period from the receipt of the Market Cap Notice. The Company will be required to achieve the minimum continued listing standards of either average global market capitalization over a consecutive 30 trading-day period of $ 50 million or total shareholders’ equity of $ 50 million at the completion of the eighteen-month plan period. Under Section 802.02, the NYSE will evaluate an accelerated cure and an early termination of the plan period prior to the end of the eighteen months if the Company is able to demonstrate returning to compliance with the applicable continued listing standards, or achieving the ability to qualify under an original listing standard, for a period of two consecutive quarters. Refer to Note 21 - Subsequent Events for more information relating the Market Cap Notice. As of June 30, 2023, 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. If Kaleyra fails to regain and maintain compliance with the NYSE continued listing requirements, including, but not limited to, the above, 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 the 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 10 – 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. On February 15, 2023, in conjunction with the Company’s fourth quarter and full year earnings release, 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 Value Creation Program (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 supports the organizational streamlining of labor intensive functions aimed at reducing monthly cash payroll costs by more than 15% on an annual basis. As a result of the Company’s launched initiatives, significant improvement in Adjusted EBITDA is expected in 2023 compared to 2022, with additional growth anticipated in 2024 when compared to 2023. Ultimately, the result of the Company’s Adjusted EBITDA improvement will convert to cash throughout the life of the Program. The expected increase in cash flow is important and will significantly aid Kaleyra servicing its outstanding debt requirements. During the three months ended June 30, 2023, the Company showed another sequential positive Adjusted EBITDA. This was mainly driven by the reduction of operating expenses, in particular the decrease in the Company's headcount of 34 full time equivalents during the six-month period ended June 30, 2023. Despite the measures the Company is undertaking and plans to undertake, the Company might fail to regain and maintain compliance with the NYSE continued listing requirements. Pending the consummation of the Tata Merger, the factors described 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. Liquidity As of June 30, 2023, the Company had $ 63.9 million of cash and cash equivalents, $ 488,000 of restricted cash and $ 630,000 of short-term investments with maturity terms between 4 and 12 months held in India. Of the $ 65.0 million in cash, restricted cash and short-term investments, $ 35.0 million was held in U.S. banks, $ 15.6 million was held in Italy, $ 12.7 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 condensed consolidated balance sheet as of June 30, 2023 includes total current assets of $ 147.2 million and total current liabilities of $ 105.8 million, resulting in net current assets of $ 41.4 million and a short-term net financial position of $ 52.1 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. Business seasonality Historically, Kaleyra has experienced clear seasonality in its revenue generation, with slower traction in the first calendar quarter, and increasing revenues as the year progresses. Kaleyra typically experiences higher revenues in messaging and notification services during the fourth calendar quarter. This patterned revenue generation behavior takes place due to Kaleyra’s customers sending more messages to their end-users who are engaged in consumer transactions at the end of the calendar year, resulting in an increase in notifications of electronic payments, credit card transactions and e-commerce. Principles of Consolidation The condensed 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 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, 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, 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. Foreign currency Kaleyra’s condensed 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 45 % of Kaleyra's total revenue was generated outside the United States for the six-month period ended June 30 , 2023. The Company's revenue and operating expenses denominated in currency other than U.S. dollars 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 Kaleyra's non-U.S. operations. Similarly, Kaleyra's revenue and operating expenses for Kaleyra's 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 the three and six months ended June 30, 2023 and 2022, there were no customers that individually accounted for more than 10 % of the Company’s consolidated total revenue. As of June 30 , 2023 and December 31, 2022, Kaleyra had no individual customer that accounted for more than 10 % of the Company’s consolidated total trade receivables. 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 condensed 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 condensed consolidated statements of operations. The liability is included in the condensed 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 as additional paid-in capital. 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 in this update as of the beginning of its annual fiscal year 2022, and the adoption did not have a material impact on its condensed 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 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”); and 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 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”. 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 adopted the amendments in this update on January 1, 2023, by utilizing the Current Expected Credit Losses (CECL) financial model to measure impairment on financial assets, mainly referring to trade receivables, which required, under the modified retrospective transition method, a cumulative-effect adjustment of $ 1.3 million on the opening balance sheet of retained earnings on the date of adoption without restating prior periods. b) 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 2018-14, “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 condensed 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. |
Fair Value Measurements
Fair Value Measurements | 6 Months Ended |
Jun. 30, 2023 | |
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 June 30, 2023 and December 31, 2022 (in thousands): Fair Value Hierarchy as of June 30, 2023 Aggregate Level 1 Level 2 Level 3 Fair Value Assets: Mutual funds (1) $ 594 $ — $ — $ 594 Interest rate swap (2) — 46 — 46 Certificates of deposit (3) — 36 — 36 Total Assets $ 594 $ 82 $ — $ 676 Liabilities: Warrant liability (4) $ — $ 52 $ — $ 52 Total Liabilities $ — $ 52 $ — $ 52 (1) Included in the condensed consolidated balance sheet line item “Short-term investments”. (2) Included in the condensed consolidated balance sheet line item “Other long-term assets”. (3) Included in the condensed consolidated balance sheet line item “Short-term investments”, with maturity terms between 4 and 12 months held in India. (4) Included in the condensed consolidated balance sheet line item “Other long-term liabilities”. 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 condensed consolidated balance sheet line item “Short-term investments”. (2) Included in the condensed consolidated balance sheet line item “Other long-term assets”. (3) Included in the condensed consolidated balance sheet line item “Short-term investments”, with maturity terms between 4 and 12 months held in India. (4) Included in the condensed consolidated balance sheet line item “Other long-term liabilities”. The values of short-term investments as of June 30, 2023 and as of December 31, 2022 were as follows (in thousands): As of June 30, 2023 As of December 31, 2022 Cost Unrealized Unrealized Fair Value Cost Unrealized Unrealized Fair Value Mutual funds $ 520 $ 74 $ — $ 594 $ 509 $ 58 $ — $ 567 Certificates of deposit 36 — — 36 20 — — 20 There were no transfers into or out of Level 2 or Level 3 for the six months ended June 30 , 2023 and the year ended December 31, 2022. |
Derivative Financial Instrument
Derivative Financial Instruments | 6 Months Ended |
Jun. 30, 2023 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivative Financial Instruments | 4. DERIVATIVE FINANCIAL INSTRUMENTS The gross notional amount of interest rate swap derivative contracts not designated as hedging instruments, outstanding as of June 30 , 2023 and December 31, 2022, was € 1.9 million ($ 2.1 million) and € 4.8 million ($ 5.2 million), respectively. The amount and location of the gains (losses) in the condensed consolidated statements of operations related to derivative contracts is as follows (in thousands): Three Months Ended June 30, Six Months Ended June 30, Derivatives Not Designed As Hedging Instruments Line Items 2023 2022 2023 2022 Interest rate swap Financial income (expense), net $ — $ 20 $ ( 21 ) $ 42 The following table presents the fair value and the location of derivative contracts reported in the condensed consolidated balance sheets (in thousands): As of June 30, As of December 31, Derivatives Not Designed As Hedging Instruments Line Items 2023 2022 Interest rate swap Other long-term assets 46 66 |
Goodwill and Intangible Assets,
Goodwill and Intangible Assets, Net | 6 Months Ended |
Jun. 30, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets, Net | 5. GOODWILL AND INTANGIBLE ASSETS, NET Goodwill Goodwill as of June 30, 2023 and December 31, 2022 was as follows (in thousands): Balance as of December 31, 2022 $ 111,526 Effect of exchange rate 379 Balance as of June 30, 2023 $ 111,905 As of June 30, 2023, the Company evaluated the relevant events and circumstances under ASC 350-20-35-3C that would more likely than not reduce the fair value of a reporting unit below its carrying amount, including potential declines in Kaleyra's stock price, market capitalization and operating results, noting no such events or circumstances in the current quarter. Following the launch of the Value Creation Program in early 2023, during the current quarter the Company decided to refocus the UK business on higher margin product offerings to further improve the group financial and operating performance, with a resulting downward revision to UK projected cash flows. In consideration of such event, the Company performed its goodwill impairment test analysis at June 30, 2023 on the reporting unit to which the relevant goodwill was allocated, driven by assumptions regarding estimated future cash flows, discount rates and perpetual growth rates to determine the relevant reporting unit’s estimated fair value. The recoverable amount of this reporting unit was estimated in accordance with the fair value approach under the discounted cash flows method based on a five-year projections period. As a result of this assessment, after recording the impairment of amortizable intangible assets, as described below, the Company concluded that no impairment losses were to be recorded on this reporting unit as of the interim date as the fair value of the reporting unit exceeded its carrying amount. No impairment indicators were noted in the other reporting units. As of June 30, 2023 and December 31, 2022, the Company recorded the carrying amount of goodwill equal to $ 111.9 million and $ 111.5 million, respectively. Intangible assets, net Intangible assets consisted of the following (in thousands): As of June 30, 2023 As of December 31, 2022 Gross Accumulated Net Gross Accumulated Net Amortizable Intangible Assets: Developed technology $ 23,772 $ 12,560 $ 11,212 $ 23,895 $ 11,162 $ 12,733 Customer relationships 56,444 20,585 35,859 56,336 17,826 38,510 Trade names 8,599 3,051 5,548 8,658 2,568 6,090 Patent 145 86 59 143 76 67 Total amortizable intangible assets $ 88,960 $ 36,282 $ 52,678 $ 89,032 $ 31,632 $ 57,400 The changes in carrying amounts of intangible assets consisted of the following as of June 30, 2023: Developed technology Customer relationships Trade names Patent Total December 31, 2022 $ 12,733 $ 38,510 $ 6,090 $ 67 $ 57,400 Additions — — — — — Amortizations ( 1,354 ) ( 2,694 ) ( 475 ) ( 9 ) ( 4,532 ) Impairments ( 234 ) — ( 87 ) — ( 321 ) Foreign exchange 67 43 20 1 131 June 30, 2023 $ 11,212 $ 35,859 $ 5,548 $ 59 $ 52,678 As of June 30, 2023, the Company evaluated the relevant events or changes in circumstances under ASC 360-10-35-21 that could potentially indicate that the carrying amount of the amortizable intangible assets may not be recoverable. During the three months ended June 30, 2023, impairment charges of $ 234,000 and $ 87,000 were recorded on UK developed technology and trade names amortizable intangible assets, respectively. Impairment losses were recorded in relation to the no more recoverable amounts of intangible assets following the overall downward revision to UK projected cash flows, as described above. The revised estimated cash flow projections were the drivers for impairment losses determined as the difference between the carrying amount and the estimated fair values under the Relief from Royalty Method for the developed technology and trade names intangibles. No impairment indicators were noted on other amortizable intangible assets. Impairment loss is included in “Intangible asset impairment” on the condensed consolidated statements of operations. Amortization expense was $ 2.3 million and $ 4.4 million for the three months ended June 30 , 2023 and 2022, respectively. Amortization expense was $ 4.5 million and $ 8.8 million for the six months ended June 30, 2023 and 2022, respectively. Total estimated future amortization expense as of June 30, 2023 is as follows (in thousands): As of June 30, 2023 2023 (remaining six months) $ 4,414 2024 8,857 2025 8,788 2026 8,719 2027 7,239 2028 and thereafter 14,661 Total $ 52,678 |
Right-of-use Assets and Lease L
Right-of-use Assets and Lease Liabilities | 6 Months Ended |
Jun. 30, 2023 | |
Leases [Abstract] | |
Right-of-use Assets and Lease Liabilities | 6. 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 June 30, 2023 and 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 condensed consolidated statement of operations were as follows: Three Months Ended Six Months Ended Operating lease cost $ 228 $ 500 Finance lease cost Amortization of assets 48 96 Interest on lease liabilities 3 7 Short-term lease cost 43 86 Variable lease cost 43 76 Total net lease cost $ 365 $ 765 Supplemental balance sheet information related to leases was as follows: Line Items As of June 30, 2023 As of December 31, 2022 Assets: Operating lease assets Operating right-of-use assets $ 2,599 $ 2,931 Finance lease assets Property and equipment, net 302 389 Total leased assets $ 2,901 $ 3,320 Liabilities: Current Operating Other current liabilities $ 669 $ 758 Finance Other current liabilities 160 182 Long term Operating Other long-term liabilities 2,165 2,409 Finance Other long-term liabilities 148 216 Total leased liabilities $ 3,142 $ 3,565 Supplemental cash flow and other information related to leases was as follows: Three Months Ended Six Months Ended Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 242 $ 504 Operating cash flows from finance leases (interest) 3 7 Financing cash flows from finance leases 50 98 As of June 30, 2023 As of December 31, 2022 Weighted average remaining lease term (in years): Operating leases 3.5 3.8 Finance leases 2.0 2.1 Weighted average discount rate: Operating leases 4.27 % 4.27 % Finance leases 4.27 % 4.27 % Maturities of lease liabilities were as follows: As of June 30, 2023 Operating leases Finance leases Total 2023 (remaining six months) $ 400 $ 94 $ 494 2024 754 140 894 2025 723 52 775 2026 495 25 520 2027 277 11 288 2028 and thereafter 470 — 470 Total undiscounted lease payments 3,119 322 3,441 Present value discount 285 14 299 Present value $ 2,834 $ 308 $ 3,142 Lease liability, current $ 669 $ 160 $ 829 Lease liability, long term $ 2,165 $ 148 $ 2,313 As of June 30, 2023, the Company had no material additional operating and finance lease obligations related to leases that will commence in the third and fourth quarter of 2023. |
Other Assets
Other Assets | 6 Months Ended |
Jun. 30, 2023 | |
Other Assets [Abstract] | |
Other Assets | 7. OTHER ASSETS Other current assets consisted of the following (in thousands): As of June 30, As of December 31, 2023 2022 VAT receivables $ 1,767 $ 1,237 Receivables from suppliers 975 547 Credit for tax other than income tax 530 882 Income tax receivables 906 262 Other receivables 570 459 Total other current assets $ 4,748 $ 3,387 Other long-term assets consisted of the following (in thousands): As of June 30, As of December 31, 2023 2022 Non-current income tax credit (advances and tax reduced at sources) $ 1,831 $ 807 Interest rate swaps 46 66 Miscellaneous 342 572 Total other long-term assets $ 2,219 $ 1,445 |
Trade Receivables
Trade Receivables | 6 Months Ended |
Jun. 30, 2023 | |
Receivables [Abstract] | |
Trade Receivables | 8. TRADE RECEIVABLES Allowance for Credit Losses The Company adopted ASU 2016-13, “Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments” as of January 1, 2023. The Company reports a loss allowance for expected credit losses on financial assets measured at amortized cost, mostly referring to trade receivables. In calculating expected credit losses the Company has determined a modified Loss Rate Method to be the most appropriate taking into consideration (i) data availability, (ii) familiarity with historical procedure and historical losses and (iii) compliance with the provisions of the standard with regard to the forecasting requirement. Receivables are grouped based on historical credit loss information, specific risk characteristics and any other credit factor determined appropriate such that the group of receivables shares a similar risk profile. An overall loss rate percentage is derived from an eight-quarter historical lookback period. The historical loss rate is then adjusted for reasonable and supportable forecasts with the adjusted expected credit loss rates applied to the respective groupings trade receivable balances outstanding. Expected credit losses are reviewed periodically by management. Trade receivables are presented net of an allowance for credit losses. The financial results for the three and six months ended June 30, 2023 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 . Three Months Ended June 30, Six Months Ended June 30, 2023 2022 2023 2022 Balance, beginning of the period $ 5,698 $ 2,151 $ 3,174 $ 2,057 Accruals 374 749 1,108 925 ASC326 implementation — — 1,270 — ASC326 quarterly adjustments 1,368 — 1,874 — Releases of provision ( 82 ) — ( 86 ) — Utilization of provision ( 622 ) ( 55 ) ( 631 ) ( 122 ) Effect of foreign exchange rate 18 ( 41 ) 45 ( 56 ) Balance, end of the period $ 6,754 $ 2,804 $ 6,754 $ 2,804 |
Bank and Other Borrowings
Bank and Other Borrowings | 6 Months Ended |
Jun. 30, 2023 | |
Bank And Other Borrowings [Abstract] | |
Bank and Other Borrowings | 9. BANK AND OTHER BORROWINGS As of June 30, 2023 and December 31, 2022, the current portion of bank and other borrowings amounts to $ 12.9 million and $ 15.4 million, respectively. As of June 30, 2023, this item was comprised of $ 9.4 million of the current portion of bank and other borrowings and $ 3.5 million of credit line facilities. As of December 31, 2022, this item was comprised of $ 11.4 million of the current portion of bank and other borrowings and $ 4.0 million of credit line facilities. Credit line facilities As of June 30, 2023, the Company had credit line facilities denominated in Euro for a total amount of $ 5.4 million, of which $ 3.5 million had been used. As of December 31, 2022, the Company had credit line facilities denominated in Euro for $ 5.4 million, of which $ 4.0 million had been used. The credit lines denominated in Euro may be drawn upon at variable interest rates in the following range: 1.00 % - 4.60 %. The weighted average interest rate on those credit line facilities outstanding as of June 30, 2023 was 1.39 %. Long-term bank and other borrowings Long-term bank and other borrowings consist of the following (in thousands): Interest Nominal Rate As of As of Interest Contractual Rate As of As of 2023 2022 Maturity as of March 31, 2023 2023 2022 UniCredit S.p.A. (Line A Tranche 1) $ 320 $ 943 July 2023 Euribor 3 months + 3.10 % 2.80 % 2.80 % UniCredit S.p.A. (Line A Tranche 2) 27 53 November 2023 Euribor 3 months + 3.10 % 2.80 % 2.80 % UniCredit S.p.A. (Line B) 898 1,324 May 2024 Euribor 3 months + 2.90 % 2.60 % 2.60 % UniCredit S.p.A. (Line C) 258 755 August 2023 Euribor 3 months + 3.90 % 7.48 % 6.03 % Intesa Sanpaolo S.p.A. (Line 2) 1,131 1,654 April 2024 Euribor 3 months + 3.10 % 6.68 % 5.23 % Intesa Sanpaolo S.p.A. (Line 3) 6,450 7,927 June 2026 Euribor 3 months + 2.15 % 5.73 % 4.28 % Intesa Sanpaolo S.p.A. (Line 4) 3,958 4,466 July 2026 Euribor 3 months + 2.20 % 5.78 % 4.33 % Monte dei Paschi di Siena S.p.A. (Line 2) — 356 June 2023 1.50 % 1.50 % 1.50 % Banco BPM S.p.A. (Line 1) — 189 June 2023 Euribor 3 months + 2.00 % 5.58 % 4.13 % Banco BPM S.p.A. (Line 3) 2,255 3,059 September 2024 Euribor 3 months + 3.00 % 6.58 % 5.13 % Banco BPM S.p.A. (Line 4) 2,071 2,491 July 2025 Euribor 3 months + 1.95 % 5.53 % 4.08 % Simest 1 91 134 December 2023 0.50 % 0.50 % 0.50 % Simest 2 90 133 December 2023 0.50 % 0.50 % 0.50 % Simest 3 166 244 December 2023 0.50 % 0.50 % 0.50 % Simest 4 1,168 1,150 April 2027 0.50 % 0.50 % 0.50 % Total bank and other borrowings 18,883 24,878 Less: current portion 9,389 11,419 Total long-term portion $ 9,494 $ 13,459 All bank and other borrowings are unsecured borrowings of the Company. 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 in 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 (“Simest 4”) and Co-financing, respectively, was disbursed to the Company pursuant to the terms of the loan agreement with Simest S.p.A. The non-refundable Co-financing principal amount will be assessed under Section 3.1 of the Framework and will be accounted in the condensed consolidated statement of operations within the 25-month period of the agreement execution date. 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 June 30, 2023, all of the available long-term facilities were drawn in full except for the Simest Financing and Co-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 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 was in compliance with all the financial covenants. Interest expense on bank and other borrowings was $ 275,000 and $ 133,000 for the three months ended June 30, 2023 and 2022, respectively. Interest expense on bank and other borrowings was $ 524,000 and $ 289,000 for the six months ended June 30, 2023 and 2022, respectively. As of June 30, 2023, the Company is obliged to make payments as follows (in thousands): As of 2023 (remaining six months) $ 5,129 2024 7,026 2025 4,277 2026 2,307 2027 144 2028 and thereafter — Total $ 18,883 |
Notes Payable
Notes Payable | 6 Months Ended |
Jun. 30, 2023 | |
Debt Disclosure [Abstract] | |
Notes Payable | 10. NOTES PAYABLE Notes payable – Other On April 16, 2020, the Company entered into a Settlement Agreement and Release (the “Settlement Agreement”) with its Business Combination 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 the Company (the “Settlement Shares”) to be issued the business day prior to the filing of a resale registration statement for such Settlement Shares (the “Bank 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 the Company 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 was initially 4.99 % of the number of shares of the common stock outstanding of the Company 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 the Company on the NYSE American LLC stock exchange (the “VWAP”) on the business day immediately prior to the date on which the Company filed the Resale Registration Statement. In addition, the price per share for determining the number of shares of common stock of the Company to be issued upon the conversion of the convertible notes is 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 15,285 shares of common stock of Kaleyra, if there has been no principal reduction (on a post-reverse split basis). 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 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 (on a post-reverse split basis). On May 1, 2023, Kaleyra reimbursed the outstanding principal amount of $ 405,000 plus accrued and unpaid interest thereon of the Chardan Note. Following this payment, the Company has no further obligations with respect to the Chardan Note. As of June 30, 2023, there was no outstanding amount related to the Chardan Note. 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, 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 of Kaleyra's shares of common stock 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. 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 June 30, 2023 and December 31, 2022, respectively. As of June 30, 2023, the outstanding amount of the Merger Convertible Notes was $ 192.8 million, net of issuance costs. During the three months ended June 30, 2023, contractual interest expense amounted to $ 3.1 million and amortization of the debt issuance costs amounted to $ 551,000 . During the six months ended June 30, 2023, contractual interest expense amounted to $ 6.1 million and amortization of the debt issuance costs amounted to $ 1.1 million. The liability is included in the condensed consolidated balance sheet line item “Long-term portion of notes payable” and the interest expense is included in “Financial expense, net” on the condensed consolidated statements of operations. Fundamental change under the Merger Convertible Notes 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, as defined under the Indenture, including, but not limited to, a change in beneficial ownership by a “person” or “group” within the meaning of Section 13(d) of the Exchange Act, r epresenting more than 50 % of the voting power of Kaleyra common stock or its delisting from any of the NYSE, The Nasdaq Global Select Market or The Nasdaq Global Market . The Merger Convertible Notes provide that both the consummation of the Tata Merger and 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 April 3, 2023, Kaleyra received the Market Cap Notice from the NYSE, informing the Company that it was not in 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. Within forty-five days of receipt of the Market Cap Notice, the Company responded to the NYSE with a business plan to cure the deficiency and to regain compliance, subject to review, acceptance and monitoring by the NYSE, within the eighteen-month cure period following the receipt of the Market Cap Notice, as provided by the NYSE’s Listed Company Manual. On July 5 , 2023, Kaleyra received written confirmation from the NYSE that the business plan was accepted by the Listings Operations Committee and the quarterly monitoring activities of the plan by the NYSE were scheduled to run throughout the eighteen-month cure period from the receipt of the Market Cap Notice. The Company will be required to achieve the minimum continued listing standards of either average global market capitalization over a consecutive 30 trading-day period of $ 50 million or total shareholders’ equity of $ 50 million at the completion of the eighteen-month plan period. Under Section 802.02, the NYSE will evaluate an accelerated cure and an early termination of the plan period prior to the end of the eighteen months if the Company is able to demonstrate returning to compliance with the applicable continued listing standards, or achieving the ability to qualify under an original listing standard, for a period of two consecutive quarters. Refer to Note 2 - Summary of Significant Accounting Policies and Note 21 - Subsequent Events for more information relating Kaleyra’s considerations on going concern basis of accounting and the Market Cap Notice, respectively. As of June 30, 2023, and through the date the financial statements are issued, no fundamental change was triggered under the Indenture for the Merger Convertible Notes . |
Accumulated Other Comprehensive
Accumulated Other Comprehensive Loss | 6 Months Ended |
Jun. 30, 2023 | |
Equity [Abstract] | |
Accumulated Other Comprehensive Loss | 11. ACCUMULATED OTHER COMPREHENSIVE LOSS The accumulated balances related to each component of accumulated other comprehensive loss are as follows (in thousands): Cumulative Cumulative Accumulated As of December 31, 2022 $ ( 5,270 ) $ 58 $ ( 5,212 ) Other comprehensive income (loss) 620 8 628 As of March 31, 2023 $ ( 4,650 ) $ 66 $ ( 4,584 ) Other comprehensive income (loss) ( 134 ) 8 ( 126 ) As of June 30, 2023 $ ( 4,784 ) $ 74 $ ( 4,710 ) Cumulative Cumulative Accumulated As of December 31, 2021 $ ( 2,046 ) $ 36 $ ( 2,010 ) Other comprehensive income (loss) ( 634 ) 5 ( 629 ) As of March 31, 2022 $ ( 2,680 ) $ 41 $ ( 2,639 ) Other comprehensive income (loss) ( 1,900 ) 4 ( 1,896 ) As of June 30, 2022 $ ( 4,580 ) $ 45 $ ( 4,535 ) |
Other Current and Long-Term Lia
Other Current and Long-Term Liabilities | 6 Months Ended |
Jun. 30, 2023 | |
Other Liabilities Disclosure [Abstract] | |
Other Current and Long-Term Liabilities | 12. OTHER CURRENT AND LONG-TERM LIABILITIES Other current liabilities consisted of the following (in thousands): As of June 30, As of December 31, 2023 2022 Liabilities for tax other than income tax $ 854 $ 1,119 VAT payables 369 184 Social security liabilities 587 553 Current tax liabilities 2,425 647 Accrued financial interest 123 182 Operating lease liabilities 669 758 Accrued contractual interests on Merger Convertible Notes 973 1,023 Finance lease liabilities 160 182 Other miscellaneous 4,484 4,783 Total other current liabilities $ 10,644 $ 9,431 Other long-term liabilities consisted of the following (in thousands): As of June 30, As of December 31, 2023 2022 Warrant liability $ 52 $ 26 Finance lease liabilities 148 216 Operating lease liabilities 2,165 2,409 Other miscellaneous 828 711 Total other long-term liabilities $ 3,193 $ 3,362 |
Geographic Information
Geographic Information | 6 Months Ended |
Jun. 30, 2023 | |
Segment Reporting [Abstract] | |
Geographic Information | 13. GEOGRAPHIC INFORMATION Revenue by geographic area is determined on the basis of the location of the customer, unless the delivery location is triggered by concentration criteria. The Company generates its revenue primarily in the United States, India and Italy. The following table sets forth revenue by geographic area for the three and six months ended June 30, 2023 and 2022 (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2023 2022 2023 2022 United States $ 47,029 $ 27,402 $ 91,880 $ 52,037 Italy 16,242 16,646 31,516 33,155 India 10,894 19,586 21,950 40,762 Europe (excluding Italy) 8,576 5,923 15,888 12,924 South America — 5,594 6 11,558 Rest of the world 4,011 5,958 9,130 11,154 Total $ 86,752 $ 81,109 $ 170,370 $ 161,590 Three Months Ended June 30, Six Months Ended June 30, 2023 2022 2023 2022 United States 54.2 % 33.8 % 53.9 % 32.2 % Italy 18.7 % 20.5 % 18.5 % 20.5 % India 12.6 % 24.2 % 12.9 % 25.2 % Europe (excluding Italy) 9.9 % 7.3 % 9.3 % 8.0 % South America 0.0 % 6.9 % 0.0 % 7.2 % Rest of the world 4.6 % 7.3 % 5.4 % 6.9 % As of June 30, 2023, the majority of the Company’s long-lived assets are located in United States. The following table sets forth long-lived assets by geographic area as of June 30, 2023 and December 31, 2022 (in thousands): As of June 30, As of December 31, 2023 2022 United States $ 11,147 $ 11,168 India 6,500 6,108 Italy 5,812 5,649 Rest of the world 76 901 Total $ 23,535 $ 23,826 As of June 30, As of December 31, 2023 2022 United States 47.4 % 46.9 % India 27.6 % 25.6 % Italy 24.7 % 23.7 % Rest of the world 0.3 % 3.8 % |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 14. COMMITMENTS AND CONTINGENCIES Lease Commitments The Company entered into various non-cancellable operating lease agreements for its facilities. Refer to Note 6 - Right-of-use Assets and Lease Liabilities for additional detail on the Company's operating lease commitments. Contingencies As of June 30, 2023, there are no material recognized and unrecognized contingent liabilities that would be required to be disclosed for the condensed consolidated financial statements not to be misleading in accordance with ASC 450-20-50. |
Restricted Stock Units
Restricted Stock Units | 6 Months Ended |
Jun. 30, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Restricted Stock Units | 15. RESTRICTED STOCK UNITS (RSUs) The following table sets forth the activity related to the number of outstanding RSUs for the six months ended June 30, 2023 (on a post-reverse split basis): Number of Weighted- Non-vested as of December 31, 2022 1,001,396 $ 30.57 Vested ( 324,284 ) $ 24.30 Granted 560,930 $ 2.29 Cancelled ( 73,906 ) $ 30.33 Non-vested as of June 30, 2023 1,164,136 $ 18.71 On March 6, 2023, the Board 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 1,001,396 as of December 31, 2022 (on a post-reverse split adjusted basis), subject to the treatment of the fractional shares. 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 three of the 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 three months ended June 30, 2023 and 2022 was $ 2.0 million and $ 8.5 million, respectively. RSUs compensation expense for the six months ended June 30, 2023 and 2022 was $ 4.0 million and $ 15.2 million, respectively, which was recorded as follows (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2023 2022 2023 2022 Research and development $ 354 $ 1,602 $ 412 $ 2,622 Sales and marketing 110 1,162 378 1,945 General and administrative 1,509 5,726 3,196 10,682 Total $ 1,973 $ 8,490 $ 3,986 $ 15,249 As of June 30, 2023, there was $ 7.5 million of unrecognized compensation cost related to non-vested RSUs to be recognized over a weighted-average remaining period of 1.34 years. |
Income Taxes
Income Taxes | 6 Months Ended |
Jun. 30, 2023 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 16. INCOME TAXES The tax expense and the effective tax rate resulting from operations were as follows (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2023 2022 2023 2022 Loss before income taxes $ ( 8,692 ) $ ( 15,932 ) $ ( 17,632 ) $ ( 28,413 ) Income tax expense 397 ( 95 ) 1,421 596 Effective tax rate ( 4.57 %) 0.60 % ( 8.06 %) ( 2.10 %) The change in the effective tax rate for the three and six months ended June 30, 2023, as compared to three and six months ended June 30, 2022, was mainly driven by the mix of earnings by jurisdiction. The Company’s recorded effective tax rate is less than the U.S. statutory rate primarily due to recorded valuation allowance in various jurisdictions, current tax expense in certain tax jurisdictions, and foreign tax rate differentials from the U.S. domestic statutory tax rate. The Company currently has valuation allowances recorded against its deductible temporary differences and net operating loss carryforwards in jurisdictions where the non-realizability of such deferred tax assets is concluded to be more likely than not. Each quarter, the Company evaluates all available evidence to assess the recoverability of its deferred tax assets in each jurisdiction, including significant events and transactions, both positive and negative, and the reversal of taxable temporary differences and forecasted earnings. As a result of the Company’s analysis, management concluded that it is more likely than not that its deferred tax assets will not be realized. Therefore, the Company continues to provide a valuation allowance against its deferred tax assets. The Company continues to monitor available evidence and may reverse some or all of its remaining valuation allowance in future periods, if appropriate. On August 16, 2022, the Inflation Reduction Act of 2022 (the “Act”) was signed into law. Many of the provisions are not expected to impact the Company. For example, effective January 1, 2023, companies that report over $ 1 billion in profits to shareholders are required to calculate their tax liability using a 15 % corporate alternative minimum tax (CAMT) based on book income. An appliable corporation is liable for the CAMT to the extent that its "tentative minimum tax" exceeds its regular US federal income tax liability plus its liability for the base erosion anti-abuse tax (BEAT). Since the Company is currently under the required profits and gross receipts thresholds for CAMT and BEAT respectively, these two provisions do not currently apply at this time. Additionally, to the extent there are transactions classified as stock buybacks the Company will assess whether the new excise tax imposed by the Act will impact any applicable stock buyback transactions. In December 2021, the OECD issued model rules for a new global minimum tax framework ("BEPS"). While the overarching framework has been published, the Company is awaiting the enactment of per country legislation and additional detailed guidance to assess the full implication of these rules. In the meantime, the Company is monitoring the BEPS requirements globally and assessing its potential applicability in future tax years. |
Warrants
Warrants | 6 Months Ended |
Jun. 30, 2023 | |
Warrants and Rights Note Disclosure [Abstract] | |
Warrants | 17. 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 of Kaleyra's shares of common stock 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 1,554,474 shares of common stock, with each whole warrant being exercisable to purchase 0.2857 of a share of common stock at $ 40.25 per share. 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 could 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 (on a post-reverse split basis) 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. During the three and six months ended June 30, 2023, the Company recorded interest expense equal to $ 14,000 and $ 26,000 , respectively, in the condensed consolidated statements of operation line item “Financial expense, net” for the change in fair value of the Private Placement Warrants. As of June 30, 2023, there were 5,440,662 warrants outstanding. |
Net Loss Per Share
Net Loss Per Share | 6 Months Ended |
Jun. 30, 2023 | |
Earnings Per Share [Abstract] | |
Net Loss Per Share | 18. NET LOSS PER SHARE The following table sets forth the calculation of basic and diluted net loss per share during the period presented (in thousands, except share and per share data): Three Months Ended June 30, Six Months Ended June 30, 2023 2022 2023 2022 Net loss $ ( 9,089 ) $ ( 15,837 ) $ ( 19,053 ) $ ( 29,009 ) Weighted average shares used to compute net loss per common share, basic and diluted 13,256,071 12,403,102 13,150,321 12,236,911 Net loss per common share, basic and diluted $ ( 0.69 ) $ ( 1.28 ) $ ( 1.45 ) $ ( 2.37 ) 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 for the three and six months ended June 30, 2023 and 2022. 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 three and six months ended June 30, 2023, the weighted average number of outstanding shares of common stock equivalents, which were excluded from the calculation of the diluted net loss per share as their effect would be anti-dilutive, was 1,086,269 and 1,107,495 , respectively. For the three and six months ended June 30, 2022, the weighted average number of outstanding shares of common stock equivalents, which were excluded from the calculation of the diluted net loss per share as their effect would be anti-dilutive, was 1,399,456 and 1,600,929 , respectively. |
Transactions with Related Parti
Transactions with Related Parties | 6 Months Ended |
Jun. 30, 2023 | |
Related Party Transactions [Abstract] | |
Transactions with Related Parties | 19. TRANSACTIONS WITH RELATED PARTIES During the three and six months ended June 30, 2023 and 2022, related party transactions, other than compensation and similar arrangements in the ordinary course of business, were as follows: i. Pietro Calogero, the son of the Company’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 $ 15,000 and $ 27,000 , respectively, in the three and six months ended June 30, 2023 ($ 18,000 and $ 28,000 , respectively, in the three and six months ended June 30, 2022); and ii. Lynrock Lake LP, which has disclosed a greater than 10 % beneficial ownership position in the Company, as reported in the Form 13G/A filed by Lynrock Lake LP with the SEC on February 14, 2023, is party to the Company’s Merger Convertible Note. The following table presents the expenses for transactions with related parties reported in the condensed consolidated statements of operations (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2023 2022 2023 2022 Research and development $ 15 $ 18 $ 27 $ 28 Sales and marketing — 57 — 113 General and administrative — — — 12 |
Revenue
Revenue | 6 Months Ended |
Jun. 30, 2023 | |
Revenue from Contract with Customer [Abstract] | |
Revenue | 20. REVENUE Revenue Recognition Kaleyra derives 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. Kaleyra 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 Revenue is recognized upon the sending of a SMS 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 customers in exchange for those rendered 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 86 % of total revenue for the three months ended June 30, 2023 ( 93 % of total revenue for the three months ended June 30, 2022). Revenue from usage-based fees represented 86 % of total revenue for the six months ended June 30, 2023 ( 93 % of total revenue for the six months ended June 30, 2022). Subscription-based fees are derived from certain term-based contracts, including the sales of short code subscriptions, 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 14 % of total revenue for the three months ended June 30, 2023 ( 7 % of total revenue for the three months ended June 30, 2022). Revenue from term-based fees represented 14 % of total revenue for the six months ended June 30, 2023 ( 7 % of total revenue for the six months ended June 30, 2022). 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 June 30, 2023 and December 31, 2022, the Company recorded $ 2.4 million and $ 3.5 million, respectively, as deferred revenue in its condensed consolidated balance sheets. In the three and six months ended June 30 , 2023 , the Company recognized $ 1.1 million and $ 2.7 million, respectively, of revenue in its condensed consolidated statements of operations that was included in deferred revenue as of December 31, 2022. 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. See Note 12 – Geographic Information – for details of revenue by geographic area. |
Subsequent Events
Subsequent Events | 6 Months Ended |
Jun. 30, 2023 | |
Subsequent Events [Abstract] | |
Subsequent Events | 21. SUBSEQUENT EVENTS Following the receipt of the April 3, 2023 Market Cap Notice from the NYSE, informing Kaleyra that it was not in compliance with the minimum market capitalization and shareholders’ equity continued listing criteria, and the May 18, 2023 business plan submission by the Company to regain compliance, on July 5, 2023, Kaleyra received written confirmation from the NYSE that the business plan was accepted by the Listings Operations Committee and its monitoring activities by the NYSE were scheduled to run throughout the eighteen-month cure period from the receipt of the Market Cap Notice. Such monitoring activities are maintained by the NYSE with a quarterly cadence in order to measure the Company's progress with the goals and initiatives outlined in the business plan. The Company will be required to achieve the minimum continued listing standards of either average global market capitalization over a consecutive 30 trading-day period of $ 50 million or total shareholders’ equity of $ 50 million at the completion of the eighteen-month plan period. Under Section 802.02, the NYSE will evaluate an accelerated cure and an early termination of the plan period prior to the end of the eighteen months if the Company is able to demonstrate returning to compliance with the applicable continued listing standards, or achieving the ability to qualify under an original listing standard, for a period of two consecutive quarters. On July 6, 2023, pursuant to the terms of the Bandyer purchase agreement, Kaleyra paid the deferred consideration of the Bandyer acquisition out of the remaining balance of the escrow account that was originally retained at the date of the acquisition for an outstanding amount equal to $ 488,000 (€ 448,000 ). Following this payment, the Company has no further obligations with respect to the Bandyer acquisition. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2023 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying condensed consolidated financial statements of the Company are unaudited, and have been prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, this interim quarterly financial report does not include all disclosures required by US GAAP. In the opinion of the Company’s management, the unaudited condensed consolidated financial statements reflect all adjustments, consisting only of normal recurring adjustments, considered necessary to present fairly the financial position, results of operations and cash flows of the Company and its consolidated subsidiaries for all periods presented. The results of operations for the three and six months ended June 30, 2023 are not necessarily indicative of the results to be expected in the future or for the full fiscal year. It is recommended that these condensed consolidated financial statements be read in conjunction with the Company’s consolidated financial statements and the notes thereto included in its 2022 Annual Report on Form 10-K filed with the Securities and Exchange Commission (the “SEC”) on March 16, 2023. 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 | 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 April 3, 2023, the Company received a written notice (the “Market Cap Notice”) from the NYSE, informing Kaleyra that it was not in 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. Within forty-five days of receipt of the Market Cap Notice, the Company responded to the NYSE with a business plan to cure the deficiency and to regain compliance, subject to review, acceptance and monitoring by the NYSE, within the eighteen-month cure period following the receipt of the Market Cap Notice. On July 5, 2023, Kaleyra received written confirmation from the NYSE that the business plan was accepted by the Listings Operations Committee and the quarterly monitoring activities of the plan by the NYSE were scheduled to run throughout the eighteen-month cure period from the receipt of the Market Cap Notice. The Company will be required to achieve the minimum continued listing standards of either average global market capitalization over a consecutive 30 trading-day period of $ 50 million or total shareholders’ equity of $ 50 million at the completion of the eighteen-month plan period. Under Section 802.02, the NYSE will evaluate an accelerated cure and an early termination of the plan period prior to the end of the eighteen months if the Company is able to demonstrate returning to compliance with the applicable continued listing standards, or achieving the ability to qualify under an original listing standard, for a period of two consecutive quarters. Refer to Note 21 - Subsequent Events for more information relating the Market Cap Notice. As of June 30, 2023, 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. If Kaleyra fails to regain and maintain compliance with the NYSE continued listing requirements, including, but not limited to, the above, 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 the 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 10 – 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. On February 15, 2023, in conjunction with the Company’s fourth quarter and full year earnings release, 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 Value Creation Program (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 supports the organizational streamlining of labor intensive functions aimed at reducing monthly cash payroll costs by more than 15% on an annual basis. As a result of the Company’s launched initiatives, significant improvement in Adjusted EBITDA is expected in 2023 compared to 2022, with additional growth anticipated in 2024 when compared to 2023. Ultimately, the result of the Company’s Adjusted EBITDA improvement will convert to cash throughout the life of the Program. The expected increase in cash flow is important and will significantly aid Kaleyra servicing its outstanding debt requirements. During the three months ended June 30, 2023, the Company showed another sequential positive Adjusted EBITDA. This was mainly driven by the reduction of operating expenses, in particular the decrease in the Company's headcount of 34 full time equivalents during the six-month period ended June 30, 2023. Despite the measures the Company is undertaking and plans to undertake, the Company might fail to regain and maintain compliance with the NYSE continued listing requirements. Pending the consummation of the Tata Merger, the factors described 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. |
Liquidity | Liquidity As of June 30, 2023, the Company had $ 63.9 million of cash and cash equivalents, $ 488,000 of restricted cash and $ 630,000 of short-term investments with maturity terms between 4 and 12 months held in India. Of the $ 65.0 million in cash, restricted cash and short-term investments, $ 35.0 million was held in U.S. banks, $ 15.6 million was held in Italy, $ 12.7 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 condensed consolidated balance sheet as of June 30, 2023 includes total current assets of $ 147.2 million and total current liabilities of $ 105.8 million, resulting in net current assets of $ 41.4 million and a short-term net financial position of $ 52.1 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. |
Business seasonality | Business seasonality Historically, Kaleyra has experienced clear seasonality in its revenue generation, with slower traction in the first calendar quarter, and increasing revenues as the year progresses. Kaleyra typically experiences higher revenues in messaging and notification services during the fourth calendar quarter. This patterned revenue generation behavior takes place due to Kaleyra’s customers sending more messages to their end-users who are engaged in consumer transactions at the end of the calendar year, resulting in an increase in notifications of electronic payments, credit card transactions and e-commerce. |
Principles of Consolidation | Principles of Consolidation The condensed 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 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, 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, 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. Foreign currency Kaleyra’s condensed 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 45 % of Kaleyra's total revenue was generated outside the United States for the six-month period ended June 30 , 2023. The Company's revenue and operating expenses denominated in currency other than U.S. dollars 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 Kaleyra's non-U.S. operations. Similarly, Kaleyra's revenue and operating expenses for Kaleyra's 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 the three and six months ended June 30, 2023 and 2022, there were no customers that individually accounted for more than 10 % of the Company’s consolidated total revenue. As of June 30 , 2023 and December 31, 2022, Kaleyra had no individual customer that accounted for more than 10 % of the Company’s consolidated total trade receivables. |
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 condensed 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 condensed consolidated statements of operations. The liability is included in the condensed 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 as additional paid-in capital. |
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 in this update as of the beginning of its annual fiscal year 2022, and the adoption did not have a material impact on its condensed 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 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”); and 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 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”. 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 adopted the amendments in this update on January 1, 2023, by utilizing the Current Expected Credit Losses (CECL) financial model to measure impairment on financial assets, mainly referring to trade receivables, which required, under the modified retrospective transition method, a cumulative-effect adjustment of $ 1.3 million on the opening balance sheet of retained earnings on the date of adoption without restating prior periods. b) 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 2018-14, “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 condensed 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. |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
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 June 30, 2023 and December 31, 2022 (in thousands): Fair Value Hierarchy as of June 30, 2023 Aggregate Level 1 Level 2 Level 3 Fair Value Assets: Mutual funds (1) $ 594 $ — $ — $ 594 Interest rate swap (2) — 46 — 46 Certificates of deposit (3) — 36 — 36 Total Assets $ 594 $ 82 $ — $ 676 Liabilities: Warrant liability (4) $ — $ 52 $ — $ 52 Total Liabilities $ — $ 52 $ — $ 52 (1) Included in the condensed consolidated balance sheet line item “Short-term investments”. (2) Included in the condensed consolidated balance sheet line item “Other long-term assets”. (3) Included in the condensed consolidated balance sheet line item “Short-term investments”, with maturity terms between 4 and 12 months held in India. (4) Included in the condensed consolidated balance sheet line item “Other long-term liabilities”. 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 condensed consolidated balance sheet line item “Short-term investments”. (2) Included in the condensed consolidated balance sheet line item “Other long-term assets”. (3) Included in the condensed consolidated balance sheet line item “Short-term investments”, with maturity terms between 4 and 12 months held in India. (4) Included in the condensed consolidated balance sheet line item “Other long-term liabilities”. |
Summary of Values of Short-term Investments | The values of short-term investments as of June 30, 2023 and as of December 31, 2022 were as follows (in thousands): As of June 30, 2023 As of December 31, 2022 Cost Unrealized Unrealized Fair Value Cost Unrealized Unrealized Fair Value Mutual funds $ 520 $ 74 $ — $ 594 $ 509 $ 58 $ — $ 567 Certificates of deposit 36 — — 36 20 — — 20 |
Derivative Financial Instrume_2
Derivative Financial Instruments (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Schedule of Gain (Losses) in the Condensed Consolidated Statement of Operations Related to Derivative Contracts | The amount and location of the gains (losses) in the condensed consolidated statements of operations related to derivative contracts is as follows (in thousands): Three Months Ended June 30, Six Months Ended June 30, Derivatives Not Designed As Hedging Instruments Line Items 2023 2022 2023 2022 Interest rate swap Financial income (expense), net $ — $ 20 $ ( 21 ) $ 42 |
Schedule of Fair Value Derivative Contracts Reported in Condensed Consolidated Balance Sheet | The following table presents the fair value and the location of derivative contracts reported in the condensed consolidated balance sheets (in thousands): As of June 30, As of December 31, Derivatives Not Designed As Hedging Instruments Line Items 2023 2022 Interest rate swap Other long-term assets 46 66 |
Goodwill and Intangible Asset_2
Goodwill and Intangible Assets, Net (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Summary of Goodwill | Goodwill as of June 30, 2023 and December 31, 2022 was as follows (in thousands): Balance as of December 31, 2022 $ 111,526 Effect of exchange rate 379 Balance as of June 30, 2023 $ 111,905 |
Summary of Intangible Assets | Intangible assets consisted of the following (in thousands): As of June 30, 2023 As of December 31, 2022 Gross Accumulated Net Gross Accumulated Net Amortizable Intangible Assets: Developed technology $ 23,772 $ 12,560 $ 11,212 $ 23,895 $ 11,162 $ 12,733 Customer relationships 56,444 20,585 35,859 56,336 17,826 38,510 Trade names 8,599 3,051 5,548 8,658 2,568 6,090 Patent 145 86 59 143 76 67 Total amortizable intangible assets $ 88,960 $ 36,282 $ 52,678 $ 89,032 $ 31,632 $ 57,400 The changes in carrying amounts of intangible assets consisted of the following as of June 30, 2023: Developed technology Customer relationships Trade names Patent Total December 31, 2022 $ 12,733 $ 38,510 $ 6,090 $ 67 $ 57,400 Additions — — — — — Amortizations ( 1,354 ) ( 2,694 ) ( 475 ) ( 9 ) ( 4,532 ) Impairments ( 234 ) — ( 87 ) — ( 321 ) Foreign exchange 67 43 20 1 131 June 30, 2023 $ 11,212 $ 35,859 $ 5,548 $ 59 $ 52,678 |
Summary of Estimated Future Amortization Expense | Total estimated future amortization expense as of June 30, 2023 is as follows (in thousands): As of June 30, 2023 2023 (remaining six months) $ 4,414 2024 8,857 2025 8,788 2026 8,719 2027 7,239 2028 and thereafter 14,661 Total $ 52,678 |
Right-of-use Assets and Lease_2
Right-of-use Assets and Lease Liabilities (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Leases [Abstract] | |
Schedule of Componenets of Lease Expense | The components of the lease expense recorded in the condensed consolidated statement of operations were as follows: Three Months Ended Six Months Ended Operating lease cost $ 228 $ 500 Finance lease cost Amortization of assets 48 96 Interest on lease liabilities 3 7 Short-term lease cost 43 86 Variable lease cost 43 76 Total net lease cost $ 365 $ 765 |
Schedule of Supplemental Balance Sheet Information | Supplemental balance sheet information related to leases was as follows: Line Items As of June 30, 2023 As of December 31, 2022 Assets: Operating lease assets Operating right-of-use assets $ 2,599 $ 2,931 Finance lease assets Property and equipment, net 302 389 Total leased assets $ 2,901 $ 3,320 Liabilities: Current Operating Other current liabilities $ 669 $ 758 Finance Other current liabilities 160 182 Long term Operating Other long-term liabilities 2,165 2,409 Finance Other long-term liabilities 148 216 Total leased liabilities $ 3,142 $ 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: Three Months Ended Six Months Ended Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 242 $ 504 Operating cash flows from finance leases (interest) 3 7 Financing cash flows from finance leases 50 98 As of June 30, 2023 As of December 31, 2022 Weighted average remaining lease term (in years): Operating leases 3.5 3.8 Finance leases 2.0 2.1 Weighted average discount rate: Operating leases 4.27 % 4.27 % Finance leases 4.27 % 4.27 % |
Schedule of Maturities of Lease Liabilities | Maturities of lease liabilities were as follows: As of June 30, 2023 Operating leases Finance leases Total 2023 (remaining six months) $ 400 $ 94 $ 494 2024 754 140 894 2025 723 52 775 2026 495 25 520 2027 277 11 288 2028 and thereafter 470 — 470 Total undiscounted lease payments 3,119 322 3,441 Present value discount 285 14 299 Present value $ 2,834 $ 308 $ 3,142 Lease liability, current $ 669 $ 160 $ 829 Lease liability, long term $ 2,165 $ 148 $ 2,313 |
Other Assets (Tables)
Other Assets (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Other Assets [Abstract] | |
Schedule of Other Current Assets | Other current assets consisted of the following (in thousands): As of June 30, As of December 31, 2023 2022 VAT receivables $ 1,767 $ 1,237 Receivables from suppliers 975 547 Credit for tax other than income tax 530 882 Income tax receivables 906 262 Other receivables 570 459 Total other current assets $ 4,748 $ 3,387 |
Schedule of Other Long-Term Assets | Other long-term assets consisted of the following (in thousands): As of June 30, As of December 31, 2023 2022 Non-current income tax credit (advances and tax reduced at sources) $ 1,831 $ 807 Interest rate swaps 46 66 Miscellaneous 342 572 Total other long-term assets $ 2,219 $ 1,445 |
Trade Receivables (Tables)
Trade Receivables (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Receivables [Abstract] | |
Summary of Financial Results Presented Under New Standard for Current Period and Under Historical Accounting Policy for Comparative Periods | The financial results for the three and six months ended June 30, 2023 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 . Three Months Ended June 30, Six Months Ended June 30, 2023 2022 2023 2022 Balance, beginning of the period $ 5,698 $ 2,151 $ 3,174 $ 2,057 Accruals 374 749 1,108 925 ASC326 implementation — — 1,270 — ASC326 quarterly adjustments 1,368 — 1,874 — Releases of provision ( 82 ) — ( 86 ) — Utilization of provision ( 622 ) ( 55 ) ( 631 ) ( 122 ) Effect of foreign exchange rate 18 ( 41 ) 45 ( 56 ) Balance, end of the period $ 6,754 $ 2,804 $ 6,754 $ 2,804 |
Bank and Other Borrowings (Tabl
Bank and Other Borrowings (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
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 As of Interest Contractual Rate As of As of 2023 2022 Maturity as of March 31, 2023 2023 2022 UniCredit S.p.A. (Line A Tranche 1) $ 320 $ 943 July 2023 Euribor 3 months + 3.10 % 2.80 % 2.80 % UniCredit S.p.A. (Line A Tranche 2) 27 53 November 2023 Euribor 3 months + 3.10 % 2.80 % 2.80 % UniCredit S.p.A. (Line B) 898 1,324 May 2024 Euribor 3 months + 2.90 % 2.60 % 2.60 % UniCredit S.p.A. (Line C) 258 755 August 2023 Euribor 3 months + 3.90 % 7.48 % 6.03 % Intesa Sanpaolo S.p.A. (Line 2) 1,131 1,654 April 2024 Euribor 3 months + 3.10 % 6.68 % 5.23 % Intesa Sanpaolo S.p.A. (Line 3) 6,450 7,927 June 2026 Euribor 3 months + 2.15 % 5.73 % 4.28 % Intesa Sanpaolo S.p.A. (Line 4) 3,958 4,466 July 2026 Euribor 3 months + 2.20 % 5.78 % 4.33 % Monte dei Paschi di Siena S.p.A. (Line 2) — 356 June 2023 1.50 % 1.50 % 1.50 % Banco BPM S.p.A. (Line 1) — 189 June 2023 Euribor 3 months + 2.00 % 5.58 % 4.13 % Banco BPM S.p.A. (Line 3) 2,255 3,059 September 2024 Euribor 3 months + 3.00 % 6.58 % 5.13 % Banco BPM S.p.A. (Line 4) 2,071 2,491 July 2025 Euribor 3 months + 1.95 % 5.53 % 4.08 % Simest 1 91 134 December 2023 0.50 % 0.50 % 0.50 % Simest 2 90 133 December 2023 0.50 % 0.50 % 0.50 % Simest 3 166 244 December 2023 0.50 % 0.50 % 0.50 % Simest 4 1,168 1,150 April 2027 0.50 % 0.50 % 0.50 % Total bank and other borrowings 18,883 24,878 Less: current portion 9,389 11,419 Total long-term portion $ 9,494 $ 13,459 |
Summary of Payments Obliged | As of June 30, 2023, the Company is obliged to make payments as follows (in thousands): As of 2023 (remaining six months) $ 5,129 2024 7,026 2025 4,277 2026 2,307 2027 144 2028 and thereafter — Total $ 18,883 |
Accumulated Other Comprehensi_2
Accumulated Other Comprehensive Loss (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Equity [Abstract] | |
Schedule of Accumulated Balances Related to Each Component of Accumulated Other Comprehensive Loss | The accumulated balances related to each component of accumulated other comprehensive loss are as follows (in thousands): Cumulative Cumulative Accumulated As of December 31, 2022 $ ( 5,270 ) $ 58 $ ( 5,212 ) Other comprehensive income (loss) 620 8 628 As of March 31, 2023 $ ( 4,650 ) $ 66 $ ( 4,584 ) Other comprehensive income (loss) ( 134 ) 8 ( 126 ) As of June 30, 2023 $ ( 4,784 ) $ 74 $ ( 4,710 ) Cumulative Cumulative Accumulated As of December 31, 2021 $ ( 2,046 ) $ 36 $ ( 2,010 ) Other comprehensive income (loss) ( 634 ) 5 ( 629 ) As of March 31, 2022 $ ( 2,680 ) $ 41 $ ( 2,639 ) Other comprehensive income (loss) ( 1,900 ) 4 ( 1,896 ) As of June 30, 2022 $ ( 4,580 ) $ 45 $ ( 4,535 ) |
Other Current and Long-Term L_2
Other Current and Long-Term Liabilities (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Other Liabilities Disclosure [Abstract] | |
Schedule of Other Current Liabilities | Other current liabilities consisted of the following (in thousands): As of June 30, As of December 31, 2023 2022 Liabilities for tax other than income tax $ 854 $ 1,119 VAT payables 369 184 Social security liabilities 587 553 Current tax liabilities 2,425 647 Accrued financial interest 123 182 Operating lease liabilities 669 758 Accrued contractual interests on Merger Convertible Notes 973 1,023 Finance lease liabilities 160 182 Other miscellaneous 4,484 4,783 Total other current liabilities $ 10,644 $ 9,431 |
Schedule of Other Long-term Liabilities | Other long-term liabilities consisted of the following (in thousands): As of June 30, As of December 31, 2023 2022 Warrant liability $ 52 $ 26 Finance lease liabilities 148 216 Operating lease liabilities 2,165 2,409 Other miscellaneous 828 711 Total other long-term liabilities $ 3,193 $ 3,362 |
Geographic Information (Tables)
Geographic Information (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Segment Reporting [Abstract] | |
Summary of Revenue by Geographic Area | The following table sets forth revenue by geographic area for the three and six months ended June 30, 2023 and 2022 (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2023 2022 2023 2022 United States $ 47,029 $ 27,402 $ 91,880 $ 52,037 Italy 16,242 16,646 31,516 33,155 India 10,894 19,586 21,950 40,762 Europe (excluding Italy) 8,576 5,923 15,888 12,924 South America — 5,594 6 11,558 Rest of the world 4,011 5,958 9,130 11,154 Total $ 86,752 $ 81,109 $ 170,370 $ 161,590 Three Months Ended June 30, Six Months Ended June 30, 2023 2022 2023 2022 United States 54.2 % 33.8 % 53.9 % 32.2 % Italy 18.7 % 20.5 % 18.5 % 20.5 % India 12.6 % 24.2 % 12.9 % 25.2 % Europe (excluding Italy) 9.9 % 7.3 % 9.3 % 8.0 % South America 0.0 % 6.9 % 0.0 % 7.2 % Rest of the world 4.6 % 7.3 % 5.4 % 6.9 % |
Summary of Long-lived Assets by Geographic Area | The following table sets forth long-lived assets by geographic area as of June 30, 2023 and December 31, 2022 (in thousands): As of June 30, As of December 31, 2023 2022 United States $ 11,147 $ 11,168 India 6,500 6,108 Italy 5,812 5,649 Rest of the world 76 901 Total $ 23,535 $ 23,826 As of June 30, As of December 31, 2023 2022 United States 47.4 % 46.9 % India 27.6 % 25.6 % Italy 24.7 % 23.7 % Rest of the world 0.3 % 3.8 % |
Restricted Stock Units (Tables)
Restricted Stock Units (Tables) - Restricted Stock Units (RSUs) | 6 Months Ended |
Jun. 30, 2023 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Summary of Outstanding RSUs | The following table sets forth the activity related to the number of outstanding RSUs for the six months ended June 30, 2023 (on a post-reverse split basis): Number of Weighted- Non-vested as of December 31, 2022 1,001,396 $ 30.57 Vested ( 324,284 ) $ 24.30 Granted 560,930 $ 2.29 Cancelled ( 73,906 ) $ 30.33 Non-vested as of June 30, 2023 1,164,136 $ 18.71 |
Summary of RSUs Compensation Expense | RSUs compensation expense for the three months ended June 30, 2023 and 2022 was $ 2.0 million and $ 8.5 million, respectively. RSUs compensation expense for the six months ended June 30, 2023 and 2022 was $ 4.0 million and $ 15.2 million, respectively, which was recorded as follows (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2023 2022 2023 2022 Research and development $ 354 $ 1,602 $ 412 $ 2,622 Sales and marketing 110 1,162 378 1,945 General and administrative 1,509 5,726 3,196 10,682 Total $ 1,973 $ 8,490 $ 3,986 $ 15,249 |
Income Taxes (Tables)
Income Taxes (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Income Tax Disclosure [Abstract] | |
Schedule of Tax Expense and Effective Tax Rate Resulting from Operations | The tax expense and the effective tax rate resulting from operations were as follows (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2023 2022 2023 2022 Loss before income taxes $ ( 8,692 ) $ ( 15,932 ) $ ( 17,632 ) $ ( 28,413 ) Income tax expense 397 ( 95 ) 1,421 596 Effective tax rate ( 4.57 %) 0.60 % ( 8.06 %) ( 2.10 %) |
Net Loss Per Share (Tables)
Net Loss Per Share (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Earnings Per Share [Abstract] | |
Schedule of Calculation of Basic and Diluted Net Loss Per Share | The following table sets forth the calculation of basic and diluted net loss per share during the period presented (in thousands, except share and per share data): Three Months Ended June 30, Six Months Ended June 30, 2023 2022 2023 2022 Net loss $ ( 9,089 ) $ ( 15,837 ) $ ( 19,053 ) $ ( 29,009 ) Weighted average shares used to compute net loss per common share, basic and diluted 13,256,071 12,403,102 13,150,321 12,236,911 Net loss per common share, basic and diluted $ ( 0.69 ) $ ( 1.28 ) $ ( 1.45 ) $ ( 2.37 ) |
Transactions with Related Par_2
Transactions with Related Parties (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Related Party Transactions [Abstract] | |
Schedule of Expenses for Related Parties | The following table presents the expenses for transactions with related parties reported in the condensed consolidated statements of operations (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2023 2022 2023 2022 Research and development $ 15 $ 18 $ 27 $ 28 Sales and marketing — 57 — 113 General and administrative — — — 12 |
Description of Organization a_2
Description of Organization and Business Operations - Additional Information (Details) | 12 Months Ended | |||||||||||
Jun. 28, 2023 USD ($) $ / shares | Mar. 06, 2023 $ / shares | Aug. 30, 2021 USD ($) | Jul. 08, 2021 USD ($) | Jun. 01, 2021 USD ($) $ / shares shares | Feb. 18, 2021 USD ($) $ / shares shares | Dec. 31, 2022 $ / shares | Jun. 30, 2023 USD ($) $ / shares | Apr. 03, 2023 $ / shares | Nov. 07, 2022 $ / shares | Nov. 15, 2021 | Jul. 01, 2021 | |
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items] | ||||||||||||
Stockholders' equity, reverse stock split, conversion ratio | 3.5 | |||||||||||
Common stock, par value | $ / shares | $ 0.0001 | $ 0.0001 | ||||||||||
Common Stock | ||||||||||||
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items] | ||||||||||||
Stockholders' equity, reverse stock split, conversion ratio | 3.5 | |||||||||||
Common stock, par value | $ / shares | $ 0.0001 | |||||||||||
Maximum | ||||||||||||
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items] | ||||||||||||
Common stock, par value | $ / shares | $ 1 | $ 1 | ||||||||||
mGage | ||||||||||||
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items] | ||||||||||||
Acquisition date | Feb. 18, 2021 | |||||||||||
Total purchase price consideration | $ 217,000,000 | $ 218,000,000 | ||||||||||
Cash consideration | 199,200,000 | $ 198,600,000 | ||||||||||
Closing of business combination share consideration | shares | 457,143 | |||||||||||
Business combination, share price per share | $ / shares | $ 41.20 | |||||||||||
Business combination, purchase price | $ 18,800,000 | |||||||||||
Working capital adjustment | $ 997,000 | |||||||||||
mGage | PIPE Subscription Agreements | ||||||||||||
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items] | ||||||||||||
Closing of business combination share consideration | shares | 2,400,000 | |||||||||||
Business combination, share price per share | $ / shares | $ 43.75 | |||||||||||
Business combination, purchase price | $ 200,000,000 | |||||||||||
Bandyer S.r.l | ||||||||||||
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items] | ||||||||||||
Cash consideration | $ 15,400,000 | |||||||||||
Tata Communications Limited | ||||||||||||
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items] | ||||||||||||
Cash consideration | $ 100,000,000 | |||||||||||
Business combination, share price per share | $ / shares | $ 7.25 | |||||||||||
Debt outstanding, net | $ 157,400,000 | |||||||||||
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% |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies - Additional Information (Details) | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||||||||||||||
Mar. 06, 2023 $ / shares | Jun. 30, 2023 USD ($) Customer $ / shares | Jun. 30, 2022 USD ($) Customer | Jun. 30, 2023 USD ($) Customer $ / shares | Jun. 30, 2022 USD ($) Customer | Dec. 31, 2022 USD ($) $ / shares | Jul. 05, 2023 USD ($) | Apr. 03, 2023 $ / shares | Mar. 31, 2023 USD ($) | [1] | Nov. 07, 2022 $ / shares | Mar. 31, 2022 USD ($) | [1] | Dec. 31, 2021 USD ($) | [1] | ||||
Schedule Of Significant Accounting Policies [Line Items] | ||||||||||||||||||
Stockholders' equity | $ 26,378,000 | $ 104,902,000 | [1] | $ 26,378,000 | $ 104,902,000 | [1] | $ 42,213,000 | [1] | $ 33,620,000 | $ 110,380,000 | $ 117,422,000 | |||||||
Total current assets | 147,190,000 | 147,190,000 | 173,045,000 | |||||||||||||||
Total current liabilities | 105,837,000 | 105,837,000 | $ 116,989,000 | |||||||||||||||
Net assets current | 41,400,000 | 41,400,000 | ||||||||||||||||
Short-term net financial position | 52,100,000 | 52,100,000 | ||||||||||||||||
Revenue | $ 86,752,000 | 81,109,000 | $ 170,370,000 | 161,590,000 | ||||||||||||||
Common stock, par value | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||||||||||||
Stockholders' equity, reverse stock split, conversion ratio | 3.5 | |||||||||||||||||
Cash and cash equivalents | $ 63,866,000 | $ 63,866,000 | $ 77,500,000 | |||||||||||||||
Restricted cash | 488,000 | 488,000 | 480,000 | |||||||||||||||
Short-term investments | 630,000 | 630,000 | 587,000 | |||||||||||||||
Cash, restricted cash and short term investments | 65,000,000 | 65,000,000 | ||||||||||||||||
Retained earnings (accumulated deficit) | (220,941,000) | (220,941,000) | (200,618,000) | |||||||||||||||
Cumulative -effect Adjustment | ||||||||||||||||||
Schedule Of Significant Accounting Policies [Line Items] | ||||||||||||||||||
Stockholders' equity | (1,270,000) | |||||||||||||||||
Cumulative -effect Adjustment | ASU 2016-13 | ||||||||||||||||||
Schedule Of Significant Accounting Policies [Line Items] | ||||||||||||||||||
Retained earnings (accumulated deficit) | 1,300,000 | 1,300,000 | ||||||||||||||||
United States | ||||||||||||||||||
Schedule Of Significant Accounting Policies [Line Items] | ||||||||||||||||||
Revenue | 47,029,000 | 27,402,000 | 91,880,000 | 52,037,000 | ||||||||||||||
Cash, restricted cash and short term investments | 35,000,000 | 35,000,000 | ||||||||||||||||
Italy | ||||||||||||||||||
Schedule Of Significant Accounting Policies [Line Items] | ||||||||||||||||||
Revenue | 16,242,000 | 16,646,000 | 31,516,000 | 33,155,000 | ||||||||||||||
Cash, restricted cash and short term investments | 15,600,000 | 15,600,000 | ||||||||||||||||
India | ||||||||||||||||||
Schedule Of Significant Accounting Policies [Line Items] | ||||||||||||||||||
Cash, restricted cash and short term investments | $ 12,700,000 | $ 12,700,000 | ||||||||||||||||
Convertible Notes | ||||||||||||||||||
Schedule Of Significant Accounting Policies [Line Items] | ||||||||||||||||||
Debt instrument repurchase price percentage upon fundamental change | 100% | |||||||||||||||||
Interest rate | 6.125% | 6.125% | ||||||||||||||||
Subsequent Event | ||||||||||||||||||
Schedule Of Significant Accounting Policies [Line Items] | ||||||||||||||||||
NYSE 30-day average market capitalization | $ 50,000,000 | |||||||||||||||||
Stockholders' equity | $ 50,000,000 | |||||||||||||||||
Common Stock | ||||||||||||||||||
Schedule Of Significant Accounting Policies [Line Items] | ||||||||||||||||||
Stockholders' equity | $ 1,000 | $ 1,000 | [1] | $ 1,000 | $ 1,000 | [1] | $ 1,000 | [1] | $ 1,000 | $ 1,000 | $ 1,000 | |||||||
Common stock, par value | $ / shares | $ 0.0001 | |||||||||||||||||
Stockholders' equity, reverse stock split, conversion ratio | 3.5 | |||||||||||||||||
Minimum | ||||||||||||||||||
Schedule Of Significant Accounting Policies [Line Items] | ||||||||||||||||||
Short term investments maturity term | 4 months | 4 months | ||||||||||||||||
Maximum | ||||||||||||||||||
Schedule Of Significant Accounting Policies [Line Items] | ||||||||||||||||||
Common stock, par value | $ / shares | $ 1 | $ 1 | ||||||||||||||||
Short term investments maturity term | 12 months | 12 months | ||||||||||||||||
Geographic Concentration Risk | Revenue | Non-US | ||||||||||||||||||
Schedule Of Significant Accounting Policies [Line Items] | ||||||||||||||||||
Concentration risk percentage | 45% | |||||||||||||||||
Customers | Customer Concentration Risk | Revenue | ||||||||||||||||||
Schedule Of Significant Accounting Policies [Line Items] | ||||||||||||||||||
Concentration risk percentage | 10% | 10% | 10% | 10% | ||||||||||||||
Number of customers | Customer | 0 | 0 | 0 | 0 | ||||||||||||||
Customer 1 | Customer Concentration Risk | Trade Receivables | ||||||||||||||||||
Schedule Of Significant Accounting Policies [Line Items] | ||||||||||||||||||
Concentration risk percentage | 10% | 10% | ||||||||||||||||
[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. Fractional shares were not issued in connection with the Reverse Stock Split. Stockholders, who otherwise would have been entitled to receive fractional shares because they held a number of shares not evenly divisible by the split ratio, received an additional fraction of a share of common stock to round up to the next whole share. |
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 | Jun. 30, 2023 | Dec. 31, 2022 |
Assets: | ||
Total Assets | $ 676 | $ 653 |
Liabilities: | ||
Total Liabilities | 52 | 26 |
Mutual Fund | ||
Assets: | ||
Total Assets | 594 | 567 |
Interest Rate Swap | ||
Assets: | ||
Total Assets | 46 | 66 |
Warrant Liability | ||
Liabilities: | ||
Total Liabilities | 52 | 26 |
Certificates of Deposit | ||
Assets: | ||
Total Assets | 36 | 20 |
Level 1 | ||
Assets: | ||
Total Assets | 594 | 567 |
Level 1 | Mutual Fund | ||
Assets: | ||
Total Assets | 594 | 567 |
Level 2 | ||
Assets: | ||
Total Assets | 82 | 86 |
Liabilities: | ||
Total Liabilities | 52 | 26 |
Level 2 | Interest Rate Swap | ||
Assets: | ||
Total Assets | 46 | 66 |
Level 2 | Warrant Liability | ||
Liabilities: | ||
Total Liabilities | 52 | 26 |
Level 2 | Certificates of Deposit | ||
Assets: | ||
Total Assets | $ 36 | $ 20 |
Fair Value Measurements - Sum_2
Fair Value Measurements - Summary of Assets and Liabilities Measured at Fair Value on a Recurring Basis (Parenthetical) (Details) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
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 | Jun. 30, 2023 | Dec. 31, 2022 |
Mutual Fund | ||
Schedule Of Available For Sale Securities [Line Items] | ||
Short-term investments, Cost | $ 520 | $ 509 |
Short-term investments, Unrealized Gains | 74 | 58 |
Short-term investments, Fair Value | 594 | 567 |
Certificates of Deposit | ||
Schedule Of Available For Sale Securities [Line Items] | ||
Short-term investments, Cost | 36 | 20 |
Short-term investments, Fair Value | $ 36 | $ 20 |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Details) - USD ($) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
Fair Value Disclosures [Abstract] | ||
Transfers into or out of level 2 or level 3 | $ 0 | $ 0 |
Derivative Financial Instrume_3
Derivative Financial Instruments - Additional Information (Details) € in Millions, $ in Millions | Jun. 30, 2023 EUR (€) | Jun. 30, 2023 USD ($) | Dec. 31, 2022 EUR (€) | Dec. 31, 2022 USD ($) |
Interest Rate Swap | Not Designated as Hedging Instruments | ||||
Derivative Instruments Gain Loss [Line Items] | ||||
Derivative, notional amount | € 1.9 | $ 2.1 | € 4.8 | $ 5.2 |
Derivative Financial Instrume_4
Derivative Financial Instruments - Schedule of Gain (Losses) in Condensed Consolidated Statement of Operations Related to Derivative Contracts (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Interest Rate Swap | Financial Income (Expense), Net | |||
Derivative Instruments Gain Loss [Line Items] | |||
Gain loss on interest rate derivative instruments | $ 20 | $ (21) | $ 42 |
Derivative Financial Instrume_5
Derivative Financial Instruments - Schedule of Fair Value Derivative Contracts Reported in Condensed Consolidated Balance Sheet (Details) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 |
Interest Rate Swap | Other long-term assets | Not Designated as Hedging Instruments | ||
Derivative Instruments Gain Loss [Line Items] | ||
Derivative on interest rate | $ 46 | $ 66 |
Goodwill and Intangible Asset_3
Goodwill and Intangible Assets, Net - Summary of Goodwill (Details) $ in Thousands | 6 Months Ended |
Jun. 30, 2023 USD ($) | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Balance as of December 31, 2022 | $ 111,526 |
Effect of exchange rate | 379 |
Balance as of June 30, 2023 | $ 111,905 |
Goodwill and Intangible Asset_4
Goodwill and Intangible Assets, Net - Summary of Intangible Assets (Details) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 |
Acquired Finite Lived Intangible Assets [Line Items] | ||
Gross | $ 88,960 | $ 89,032 |
Accumulated Amortization | 36,282 | 31,632 |
Net | 52,678 | 57,400 |
Developed Technology | ||
Acquired Finite Lived Intangible Assets [Line Items] | ||
Gross | 23,772 | 23,895 |
Accumulated Amortization | 12,560 | 11,162 |
Net | 11,212 | 12,733 |
Customer Relationships | ||
Acquired Finite Lived Intangible Assets [Line Items] | ||
Gross | 56,444 | 56,336 |
Accumulated Amortization | 20,585 | 17,826 |
Net | 35,859 | 38,510 |
Trade Names | ||
Acquired Finite Lived Intangible Assets [Line Items] | ||
Gross | 8,599 | 8,658 |
Accumulated Amortization | 3,051 | 2,568 |
Net | 5,548 | 6,090 |
Patent | ||
Acquired Finite Lived Intangible Assets [Line Items] | ||
Gross | 145 | 143 |
Accumulated Amortization | 86 | 76 |
Net | $ 59 | $ 67 |
Goodwill And Intangible Asset_5
Goodwill And Intangible Assets, Net - Summary of Changes in Carrying Amounts of Intangible Assets (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Acquired Finite-Lived Intangible Assets [Line Items] | ||||
December 31, 2022 | $ 57,400 | |||
Amortizations | $ (2,300) | $ (4,400) | (4,532) | $ (8,800) |
Impairments | (321) | |||
Foreign exchange | 131 | |||
June 30, 2023 | 52,678 | 52,678 | ||
Developed Technology | ||||
Acquired Finite-Lived Intangible Assets [Line Items] | ||||
December 31, 2022 | 12,733 | |||
Amortizations | (1,354) | |||
Impairments | (234) | |||
Foreign exchange | 67 | |||
June 30, 2023 | 11,212 | 11,212 | ||
Customer Relationships | ||||
Acquired Finite-Lived Intangible Assets [Line Items] | ||||
December 31, 2022 | 38,510 | |||
Amortizations | (2,694) | |||
Foreign exchange | 43 | |||
June 30, 2023 | 35,859 | 35,859 | ||
Trade Names | ||||
Acquired Finite-Lived Intangible Assets [Line Items] | ||||
December 31, 2022 | 6,090 | |||
Amortizations | (475) | |||
Impairments | (87) | |||
Foreign exchange | 20 | |||
June 30, 2023 | 5,548 | 5,548 | ||
Patent | ||||
Acquired Finite-Lived Intangible Assets [Line Items] | ||||
December 31, 2022 | 67 | |||
Amortizations | (9) | |||
Foreign exchange | 1 | |||
June 30, 2023 | $ 59 | $ 59 |
Goodwill and Intangible Asset_6
Goodwill and Intangible Assets, Net - Additional Information (Details) - USD ($) | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | |
Finite-Lived Intangible Assets [Line Items] | |||||
Goodwill, impairment loss | $ 0 | ||||
Amortization expense | $ 2,300,000 | $ 4,400,000 | 4,532,000 | $ 8,800,000 | |
Carrying amount of goodwill | 111,905,000 | 111,905,000 | $ 111,526,000 | ||
Developed Technology | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Amortization expense | 1,354,000 | ||||
UK Developed Technology | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Goodwill and Intangible asset impairment | 234,000 | ||||
Trade Names | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Amortization expense | $ 475,000 | ||||
Trade Names Amortized Intangible Assets | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Goodwill and Intangible asset impairment | $ 87,000 |
Goodwill and Intangible Asset_7
Goodwill and Intangible Assets, Net - Summary of Estimated Future Amortization Expense (Details) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
2023 (remaining six months) | $ 4,414 | |
2024 | 8,857 | |
2025 | 8,788 | |
2026 | 8,719 | |
2027 | 7,239 | |
2028 and thereafter | 14,661 | |
Net | $ 52,678 | $ 57,400 |
Right-of-use Assets and Lease_3
Right-of-use Assets and Lease Liabilities - Schedule of Components of Lease Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended |
Jun. 30, 2023 | Jun. 30, 2023 | |
Lease, Cost [Abstract] | ||
Operating lease cost | $ 228 | $ 500 |
Finance lease cost | ||
Amortization of assets | 48 | 96 |
Interest on lease liabilities | 3 | 7 |
Short-term lease cost | 43 | 86 |
Variable lease cost | 43 | 76 |
Total net lease cost | $ 365 | $ 765 |
Right-of-use Assets and Lease_4
Right-of-use Assets and Lease Liabilities - Schedule of Supplemental Balance Sheet Information (Details) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 |
Assets [Abstract] | ||
Operating lease assets | $ 2,599 | $ 2,931 |
Finance lease assets | $ 302 | $ 389 |
Finance Lease, Right-of-Use Asset, Statement of Financial Position [Extensible Enumeration] | Property, Plant and Equipment, Net | Property, Plant and Equipment, Net |
Total leased assets | $ 2,901 | $ 3,320 |
Liabilities [Abstract] | ||
Operating lease liability, current | $ 669 | $ 758 |
Operating Lease, Liability, Current, Statement of Financial Position [Extensible Enumeration] | Other Liabilities, Current | Other Liabilities, Current |
Finance lease liability, current | $ 160 | $ 182 |
Finance Lease, Liability, Current, Statement of Financial Position [Extensible Enumeration] | Other Liabilities, Current | Other Liabilities, Current |
Operating lease liability, long term | $ 2,165 | $ 2,409 |
Operating Lease, Liability, Noncurrent, Statement of Financial Position [Extensible Enumeration] | Other Liabilities, Noncurrent | Other Liabilities, Noncurrent |
Finance lease liability, long term | $ 148 | $ 216 |
Finance Lease, Liability, Noncurrent, Statement of Financial Position [Extensible Enumeration] | Other Liabilities, Noncurrent | Other Liabilities, Noncurrent |
Total leased liabilities | $ 3,142 | $ 3,565 |
Right-of-use Assets and Lease_5
Right-of-use Assets and Lease Liabilities - Schedule of Supplemental Cash Flow and Other Information Information Related to Lease (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2023 | Dec. 31, 2022 | |
Cash Paid For Amounts Included In Measurement Of Lease Liabilities [Abstract] | |||
Operating cash flows from operating leases | $ 242 | $ 504 | |
Operating cash flows from finance leases (interest) | 3 | 7 | |
Financing cash flows from finance leases | $ 50 | $ 98 | |
Weighted Average Remaining Lease Term [Abstract] | |||
Operating leases | 3 years 6 months | 3 years 6 months | 3 years 9 months 18 days |
Finance leases | 2 years | 2 years | 2 years 1 month 6 days |
Weighted Average Discount Rate [Abstract] | |||
Operating leases | 4.27% | 4.27% | 4.27% |
Finance leases | 4.27% | 4.27% | 4.27% |
Right-of-use Assets and Lease_6
Right-of-use Assets and Lease Liabilities - Schedule of Maturities of Lease Liabilities (Details) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 |
Lessee, Operating Lease, Liability, to be Paid, Fiscal Year Maturity [Abstract] | ||
Operating leases, 2023 (remaining six months) | $ 400 | |
Operating leases, 2024 | 754 | |
Operating leases, 2025 | 723 | |
Operating leases, 2026 | 495 | |
Operating leases, 2027 | 277 | |
Operating leases, 2028 and thereafter | 470 | |
Operating leases, Total undiscounted lease payments | 3,119 | |
Operating leases, Present value discount | 285 | |
Operating leases, Present value | 2,834 | |
Operating lease liability, current | 669 | $ 758 |
Operating lease liability, long term | 2,165 | 2,409 |
Finance Lease, Liability, to be Paid, Fiscal Year Maturity [Abstract] | ||
Finance leases, 2023 (remaining six months) | 94 | |
Finance leases, 2024 | 140 | |
Finance leases, 2025 | 52 | |
Finance leases, 2026 | 25 | |
Finance leases, 2027 | 11 | |
Finance leases, Total undiscounted lease payments | 322 | |
Finance leases, Present value discount | 14 | |
Finance leases, Present value | 308 | |
Finance lease liability, current | 160 | 182 |
Finance lease liability, long term | 148 | 216 |
Operating and Finance Lease Liabilities Payments Due [Abstract] | ||
Total, 2023 (remaining six months) | 494 | |
Total, 2024 | 894 | |
Total, 2025 | 775 | |
Total, 2026 | 520 | |
Total, 2027 | 288 | |
Total, 2028 and thereafter | 470 | |
Total undiscounted lease payments | 3,441 | |
Total, Present value discount | 299 | |
Total, Present value | 3,142 | $ 3,565 |
Total, Lease liability, current | 829 | |
Total, Lease liability, long term | $ 2,313 |
Right-of-use Assets and Lease_7
Right-of-use Assets and Lease Liabilities - Additional Information (Detail) | 6 Months Ended |
Jun. 30, 2023 USD ($) | |
Lessee Disclosure [Abstract] | |
Additional operating lease obligations | $ 0 |
Additional finance lease obligations | $ 0 |
Other Assets - Schedule of Othe
Other Assets - Schedule of Other Current Assets (Details) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 |
Other Assets [Abstract] | ||
VAT receivables | $ 1,767 | $ 1,237 |
Receivables from suppliers | 975 | 547 |
Credit for tax other than income tax | 530 | 882 |
Income tax receivables | 906 | 262 |
Other receivables | 570 | 459 |
Total other current assets | $ 4,748 | $ 3,387 |
Other Assets - Schedule of Ot_2
Other Assets - Schedule of Other Long-Term Assets (Details) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 |
Other Assets [Line Items] | ||
Non-current income tax credit (advances and tax reduced at sources) | $ 1,831 | $ 807 |
Miscellaneous | 342 | 572 |
Total other long-term assets | 2,219 | 1,445 |
Interest Rate Swap | ||
Other Assets [Line Items] | ||
Interest rate swaps | $ 46 | $ 66 |
Derivative Asset, Noncurrent, Statement of Financial Position [Extensible Enumeration] | Total other long-term assets | Total other long-term assets |
Trade Receivables - Summary of
Trade Receivables - Summary of Financial Results Presented Under New Standard for Current Period and Under Historical Accounting Policy for Comparative Periods (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Accounts Receivable, Allowance for Credit Loss [Line Items] | ||||
Balance, end of the period | $ 2,804 | $ 2,804 | ||
ASU 2016-13 | ||||
Accounts Receivable, Allowance for Credit Loss [Line Items] | ||||
Balance, beginning of the period | $ 5,698 | 2,151 | $ 3,174 | 2,057 |
Accruals | 374 | 749 | 1,108 | 925 |
ASC326 implementation | 1,270 | |||
ASC326 quarterly adjustments | 1,368 | 1,874 | ||
Releases of provision | (82) | (86) | ||
Utilization of provision | (622) | (55) | (631) | (122) |
Effect of foreign exchange rate | 18 | (41) | 45 | (56) |
Balance, end of the period | $ 6,754 | $ 2,804 | $ 6,754 | $ 2,804 |
Bank and Other Borrowings - Add
Bank and Other Borrowings - Additional Information (Details) | 3 Months Ended | 6 Months Ended | |||||||||
Jul. 28, 2022 USD ($) | Apr. 15, 2021 USD ($) | Jun. 30, 2023 USD ($) | Jun. 30, 2022 USD ($) | Jun. 30, 2023 USD ($) | Jun. 30, 2022 USD ($) | Dec. 31, 2022 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 | $ 12,900,000 | $ 12,900,000 | $ 15,400,000 | ||||||||
Current portion of bank and other borrowings | 9,389,000 | 9,389,000 | 11,419,000 | ||||||||
Lines of credit | 3,468,000 | 3,468,000 | 3,955,000 | ||||||||
Line of credit facility, maximum borrowing capacity | 5,400,000 | 5,400,000 | 5,400,000 | ||||||||
Line of credit facility, used | $ 3,500,000 | $ 3,500,000 | $ 4,000,000 | ||||||||
Weighted average interest rate | 1.39% | 1.39% | |||||||||
Interest expense | $ 275,000 | $ 133,000 | $ 524,000 | $ 289,000 | |||||||
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% | ||||||||||
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 | 6 Months Ended | |
Jun. 30, 2023 | Dec. 31, 2022 | |
Bank and Other Borrowings [Line Items] | ||
Total Financial Liabilities | $ 18,883 | $ 24,878 |
Less: current portion | 9,389 | 11,419 |
Total long-term portion | 9,494 | 13,459 |
UniCredit S.p.A. (Line A Tranche (1) | ||
Bank and Other Borrowings [Line Items] | ||
Total Financial Liabilities | $ 320 | $ 943 |
Maturity | 2023-07 | |
Contractual Interest Rate | Euribor 3 months + 3.10% | |
Contractual Interest Rate, Percentage | 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 | $ 27 | $ 53 |
Maturity | 2023-11 | |
Contractual Interest Rate | Euribor 3 months + 3.10% | |
Contractual Interest Rate, Percentage | 3.10% | |
Interest Nominal Rate | 2.80% | 2.80% |
UniCredit S.p.A. (Line B) | ||
Bank and Other Borrowings [Line Items] | ||
Total Financial Liabilities | $ 898 | $ 1,324 |
Maturity | 2024-05 | |
Contractual Interest Rate | Euribor 3 months + 2.90% | |
Contractual Interest Rate, Percentage | 2.90% | |
Interest Nominal Rate | 2.60% | 2.60% |
UniCredit S.p.A. (Line C) | ||
Bank and Other Borrowings [Line Items] | ||
Total Financial Liabilities | $ 258 | $ 755 |
Maturity | 2023-08 | |
Contractual Interest Rate | Euribor 3 months + 3.90% | |
Contractual Interest Rate, Percentage | 3.90% | |
Interest Nominal Rate | 7.48% | 6.03% |
Intesa Sanpaolo S.p.A. (Line 2) | ||
Bank and Other Borrowings [Line Items] | ||
Total Financial Liabilities | $ 1,131 | $ 1,654 |
Maturity | 2024-04 | |
Contractual Interest Rate | Euribor 3 months + 3.10% | |
Contractual Interest Rate, Percentage | 3.10% | |
Interest Nominal Rate | 6.68% | 5.23% |
Intesa Sanpaolo S.p.A. (Line 3) | ||
Bank and Other Borrowings [Line Items] | ||
Total Financial Liabilities | $ 6,450 | $ 7,927 |
Maturity | 2026-06 | |
Contractual Interest Rate | Euribor 3 months + 2.15% | |
Contractual Interest Rate, Percentage | 2.15% | |
Interest Nominal Rate | 5.73% | 4.28% |
Intesa Sanpaolo S.p.A. (Line 4) | ||
Bank and Other Borrowings [Line Items] | ||
Total Financial Liabilities | $ 3,958 | $ 4,466 |
Maturity | 2026-07 | |
Contractual Interest Rate | Euribor 3 months + 2.20% | |
Contractual Interest Rate, Percentage | 2.20% | |
Interest Nominal Rate | 5.78% | 4.33% |
Monte dei Paschi di Siena S.p.A. (Line 2) | ||
Bank and Other Borrowings [Line Items] | ||
Total Financial Liabilities | $ 356 | |
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 | |
Maturity | 2023-06 | |
Contractual Interest Rate | Euribor 3 months + 2.00% | |
Contractual Interest Rate, Percentage | 2% | |
Interest Nominal Rate | 5.58% | 4.13% |
Banco BPM S.p.A. (Line 3) | ||
Bank and Other Borrowings [Line Items] | ||
Total Financial Liabilities | $ 2,255 | $ 3,059 |
Maturity | 2024-09 | |
Contractual Interest Rate | Euribor 3 months + 3.00% | |
Contractual Interest Rate, Percentage | 3% | |
Interest Nominal Rate | 6.58% | 5.13% |
Banco BPM S.p.A. (Line 4) | ||
Bank and Other Borrowings [Line Items] | ||
Total Financial Liabilities | $ 2,071 | $ 2,491 |
Maturity | 2025-07 | |
Contractual Interest Rate | Euribor 3 months + 1.95% | |
Contractual Interest Rate, Percentage | 1.95% | |
Interest Nominal Rate | 5.53% | 4.08% |
Simest 1 | ||
Bank and Other Borrowings [Line Items] | ||
Total Financial Liabilities | $ 91 | $ 134 |
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 | $ 90 | $ 133 |
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 | $ 166 | $ 244 |
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 | $ 1,168 | $ 1,150 |
Maturity | 2027-04 | |
Contractual Interest Rate, Percentage | 0.50% | |
Interest Nominal Rate | 0.50% | 0.50% |
Bank and Other Borrowings - S_2
Bank and Other Borrowings - Summary of Payments Obliged (Details) | Jun. 30, 2023 USD ($) |
Bank And Other Borrowings [Abstract] | |
2023 (remaining six months) | $ 5,129,000 |
2024 | 7,026,000 |
2025 | 4,277,000 |
2026 | 2,307,000 |
2027 | 144,000 |
2028 and thereafter | 0 |
Total | $ 18,883,000 |
Notes Payable - Additional Info
Notes Payable - Additional Information (Details) | 3 Months Ended | 6 Months Ended | |||||||||||||||||
Mar. 09, 2023 $ / shares shares | Feb. 04, 2021 USD ($) shares | May 01, 2020 USD ($) shares | Apr. 16, 2020 USD ($) Days $ / shares | Jun. 30, 2023 USD ($) | Jun. 30, 2023 USD ($) | Jul. 05, 2023 USD ($) | May 01, 2023 USD ($) | Mar. 31, 2023 USD ($) | [1] | Dec. 31, 2022 USD ($) | Jun. 30, 2022 USD ($) | [1] | Mar. 31, 2022 USD ($) | [1] | Dec. 31, 2021 USD ($) | [1] | Jun. 01, 2021 USD ($) | ||
Debt Instrument [Line Items] | |||||||||||||||||||
Common stock value | $ 1,000 | $ 1,000 | $ 1,000 | ||||||||||||||||
Warrants issued | shares | 0 | ||||||||||||||||||
Stockholders' equity | 26,378,000 | 26,378,000 | $ 33,620,000 | $ 42,213,000 | [1] | $ 104,902,000 | $ 110,380,000 | $ 117,422,000 | |||||||||||
Subsequent Event | |||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||
NYSE 30-day average market capitalization | $ 50,000,000 | ||||||||||||||||||
Stockholders' equity | $ 50,000,000 | ||||||||||||||||||
Cowen Investments and Chardan | |||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||
Aggregate settlement of investment shares | shares | 125,885 | ||||||||||||||||||
Debt instrument face amount | $ 2,700,000 | ||||||||||||||||||
Cowen Investments | |||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||
Aggregate settlement of investment shares | shares | 107,002 | ||||||||||||||||||
Debt instrument face amount | $ 2,300,000 | ||||||||||||||||||
Business combination contingent consideration liability except accrued interest payable | $ 0 | ||||||||||||||||||
Conversion of Note, shares | shares | 86,620 | 86,620 | |||||||||||||||||
Chardan | |||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||
Aggregate settlement of investment shares | shares | 18,883 | ||||||||||||||||||
Debt instrument face amount | $ 405,000 | $ 0 | $ 0 | $ 405,000 | |||||||||||||||
Business combination contingent consideration liability except accrued interest payable | $ 0 | ||||||||||||||||||
Conversion of Note, shares | shares | 15,285 | ||||||||||||||||||
Convertible Notes | |||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||
Debt instrument term | 5 years | ||||||||||||||||||
Debt instrument face amount | $ 200,000,000 | ||||||||||||||||||
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 | ||||||||||||||||||
Conversion of Note, shares | shares | 3,386,243 | ||||||||||||||||||
Debt instrument, convertible price per share | $ / shares | $ 59.063 | ||||||||||||||||||
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 | $ 0 | |||||||||||||||||
Outstanding amount of convertible notes | 192,800,000 | 192,800,000 | |||||||||||||||||
Contractual interest expense | 3,100,000 | 6,100,000 | |||||||||||||||||
Amortization of debt issuance costs | 551,000 | $ 1,100,000 | |||||||||||||||||
Debt instrument repurchase price percentage upon fundamental change | 100% | ||||||||||||||||||
Convertible Notes | Second Anniversary | |||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||
Convertible notes, threshold percentage | 130% | ||||||||||||||||||
Convertible Notes | Wilmington Trust National Association | |||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||
Debt issuance costs | $ 200,000,000 | $ 200,000,000 | |||||||||||||||||
Cowen and Company, LLC and Chardan Capital markets, LLC | |||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||
Business combination transaction related costs | $ 5,400,000 | ||||||||||||||||||
mGage | Convertible Notes | |||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||
Voting power | 50% | 50% | |||||||||||||||||
Resale Registration Statement | Cowen and Company, LLC and Chardan Capital markets, LLC | |||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||
Common stock value | $ 2,700,000 | ||||||||||||||||||
Warrants exercise price | $ / shares | $ 0.01 | ||||||||||||||||||
Beneficial ownership limitation percentage | 4.99% | ||||||||||||||||||
Settlement shares, threshold percentage | 15% | ||||||||||||||||||
Settlement shares, trailing days | Days | 10 | ||||||||||||||||||
Resale Registration Statement | Cowen and Company, LLC and Chardan Capital markets, LLC | Convertible Notes | |||||||||||||||||||
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% | ||||||||||||||||||
[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. Fractional shares were not issued in connection with the Reverse Stock Split. Stockholders, who otherwise would have been entitled to receive fractional shares because they held a number of shares not evenly divisible by the split ratio, received an additional fraction of a share of common stock to round up to the next whole share. |
Accumulated Accumulated Other C
Accumulated Accumulated Other Comprehensive Loss - Schedule of Accumulated Balances Related to Each Component of Other Comprehensive Loss (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2023 | Mar. 31, 2023 | Jun. 30, 2022 | Mar. 31, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Accumulated Other Comprehensive Income Loss [Line Items] | ||||||
Other comprehensive income (loss) | $ (126) | $ (1,896) | $ 502 | $ (2,525) | ||
Cumulative Foreign Currency Translation Adjustment | ||||||
Accumulated Other Comprehensive Income Loss [Line Items] | ||||||
Beginning balance | (4,650) | $ (5,270) | (2,680) | $ (2,046) | (5,270) | (2,046) |
Other comprehensive income (loss) | (134) | 620 | (1,900) | (634) | ||
Ending balance | (4,784) | (4,650) | (4,580) | (2,680) | (4,784) | (4,580) |
Cumulative Net Unrealized Gain (Loss) on Marketable Securities, Net of Tax | ||||||
Accumulated Other Comprehensive Income Loss [Line Items] | ||||||
Beginning balance | 66 | 58 | 41 | 36 | 58 | 36 |
Other comprehensive income (loss) | 8 | 8 | 4 | 5 | ||
Ending balance | 74 | 66 | 45 | 41 | 74 | 45 |
Accumulated Other Comprehensive Income (Loss) | ||||||
Accumulated Other Comprehensive Income Loss [Line Items] | ||||||
Beginning balance | (4,584) | (5,212) | (2,639) | (2,010) | (5,212) | (2,010) |
Other comprehensive income (loss) | (126) | 628 | (1,896) | (629) | 502 | (2,525) |
Ending balance | $ (4,710) | $ (4,584) | $ (4,535) | $ (2,639) | $ (4,710) | $ (4,535) |
Other Current and Long-Term L_3
Other Current and Long-Term Liabilities - Other Current Liabilities (Details) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Other Liabilities, Current [Abstract] | |||
Liabilities for tax other than income tax | $ 854 | $ 1,119 | |
VAT payables | 369 | 184 | |
Social security liabilities | 587 | 553 | |
Current tax liabilities | 2,425 | 647 | |
Accrued financial interest | 123 | 182 | |
Operating lease liabilities | 669 | 758 | |
Accrued contractual interests on Merger Convertible Notes | 973 | 1,023 | |
Finance lease liabilities | 160 | 182 | |
Other miscellaneous | 4,484 | 4,783 | |
Total other current liabilities | $ 10,644 | $ 9,431 | $ 9,431 |
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 | Jun. 30, 2023 | Dec. 31, 2022 |
Other Liabilities Noncurrent [Line Items] | ||
Warrant liability | $ 52 | $ 26 |
Finance lease liabilities | $ 148 | $ 216 |
Finance Lease, Liability, Current, Statement of Financial Position [Extensible Enumeration] | Total other long-term liabilities | Total other long-term liabilities |
Operating lease liabilities | $ 2,165 | $ 2,409 |
Other miscellaneous | 828 | 711 |
Total other long-term liabilities | $ 3,193 | $ 3,362 |
Geographic Information - Summar
Geographic Information - Summary of Revenue by Geographic Area (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Segment Reporting Information [Line Items] | ||||
Revenue | $ 86,752 | $ 81,109 | $ 170,370 | $ 161,590 |
United States | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | $ 47,029 | $ 27,402 | $ 91,880 | $ 52,037 |
United States | Geographic Concentration Risk | Revenue | ||||
Segment Reporting Information [Line Items] | ||||
Concentration risk percentage | 54.20% | 33.80% | 53.90% | 32.20% |
Italy | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | $ 16,242 | $ 16,646 | $ 31,516 | $ 33,155 |
Italy | Geographic Concentration Risk | Revenue | ||||
Segment Reporting Information [Line Items] | ||||
Concentration risk percentage | 18.70% | 20.50% | 18.50% | 20.50% |
India | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | $ 10,894 | $ 19,586 | $ 21,950 | $ 40,762 |
India | Geographic Concentration Risk | Revenue | ||||
Segment Reporting Information [Line Items] | ||||
Concentration risk percentage | 12.60% | 24.20% | 12.90% | 25.20% |
Europe (excluding Italy) | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | $ 8,576 | $ 5,923 | $ 15,888 | $ 12,924 |
Europe (excluding Italy) | Geographic Concentration Risk | Revenue | ||||
Segment Reporting Information [Line Items] | ||||
Concentration risk percentage | 9.90% | 7.30% | 9.30% | 8% |
South America | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | $ 5,594 | $ 6 | $ 11,558 | |
South America | Geographic Concentration Risk | Revenue | ||||
Segment Reporting Information [Line Items] | ||||
Concentration risk percentage | 0% | 6.90% | 0% | 7.20% |
Rest of the World | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | $ 4,011 | $ 5,958 | $ 9,130 | $ 11,154 |
Rest of the World | Geographic Concentration Risk | Revenue | ||||
Segment Reporting Information [Line Items] | ||||
Concentration risk percentage | 4.60% | 7.30% | 5.40% | 6.90% |
Geographic Information - Summ_2
Geographic Information - Summary of Long-lived Assets by Geographic Area (Details) - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
Segment Reporting Information [Line Items] | ||
Long-lived assets | $ 23,535 | $ 23,826 |
United States | ||
Segment Reporting Information [Line Items] | ||
Long-lived assets | $ 11,147 | $ 11,168 |
United States | Geographic Concentration Risk | Long-Lived Assets | ||
Segment Reporting Information [Line Items] | ||
Long-lived assets, Percentage | 47.40% | 46.90% |
India | ||
Segment Reporting Information [Line Items] | ||
Long-lived assets | $ 6,500 | $ 6,108 |
India | Geographic Concentration Risk | Long-Lived Assets | ||
Segment Reporting Information [Line Items] | ||
Long-lived assets, Percentage | 27.60% | 25.60% |
Italy | ||
Segment Reporting Information [Line Items] | ||
Long-lived assets | $ 5,812 | $ 5,649 |
Italy | Geographic Concentration Risk | Long-Lived Assets | ||
Segment Reporting Information [Line Items] | ||
Long-lived assets, Percentage | 24.70% | 23.70% |
Rest of the World | ||
Segment Reporting Information [Line Items] | ||
Long-lived assets | $ 76 | $ 901 |
Rest of the World | Geographic Concentration Risk | Long-Lived Assets | ||
Segment Reporting Information [Line Items] | ||
Long-lived assets, Percentage | 0.30% | 3.80% |
Restricted Stock Units - Summar
Restricted Stock Units - Summary of Outstanding RSUs (Details) - Restricted Stock Units (RSUs) | 6 Months Ended |
Jun. 30, 2023 $ / shares shares | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Number of shares, Non-vested as of December 31, 2022 | shares | 1,001,396 |
Number of shares, Vested | shares | (324,284) |
Number of shares, Granted | shares | 560,930 |
Number of shares, Cancelled | shares | (73,906) |
Number of shares, Non-vested as of June 30, 2023 | shares | 1,164,136 |
Weighted-average grant date fair value (per share), Non-vested as of December 31, 2022 | $ / shares | $ 30.57 |
Weighted-average grant date fair value (per share), Vested | $ / shares | 24.3 |
Weighted-average grant date fair value (per share), Granted | $ / shares | 2.29 |
Weighted-average grant date fair value (per share), Cancelled | $ / shares | 30.33 |
Weighted-average grant date fair value (per share), Non-vested as of June 30, 2023 | $ / shares | $ 18.71 |
Restricted Stock Units - Additi
Restricted Stock Units - Additional Information (Details) $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||
Mar. 06, 2023 | Jun. 30, 2023 USD ($) shares | Jun. 30, 2022 USD ($) | Jun. 30, 2023 USD ($) shares | Jun. 30, 2022 USD ($) | Dec. 31, 2022 shares | Dec. 30, 2022 shares | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||
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 | ||||||
Restricted Stock Units (RSUs) | |||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||
Compensation expense | $ 1,973 | $ 8,490 | $ 3,986 | $ 15,249 | |||
Unrecognized compensation cost | $ 7,500 | $ 7,500 | |||||
Unrecognized compensation cost weighted-average remaining period | 1 year 4 months 2 days | ||||||
Shares of common stock underlying outstanding restricted stock units | shares | 1,164,136 | 1,164,136 | 1,001,396 | 3,507,250 |
Restricted Stock Units - Summ_2
Restricted Stock Units - Summary of RSUs Compensation Expense (Details) - RSUs compensation - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Allocated Share Based Compensation Expense | $ 1,973 | $ 8,490 | $ 3,986 | $ 15,249 |
Research and Development | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Allocated Share Based Compensation Expense | 354 | 1,602 | 412 | 2,622 |
Sales and Marketing | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Allocated Share Based Compensation Expense | 110 | 1,162 | 378 | 1,945 |
General and Administrative | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Allocated Share Based Compensation Expense | $ 1,509 | $ 5,726 | $ 3,196 | $ 10,682 |
Income Taxes - Schedule of Tax
Income Taxes - Schedule of Tax Expense and Effective Tax Rate Resulting from Operations (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Income Tax Disclosure [Abstract] | ||||
Loss before income taxes | $ (8,692) | $ (15,932) | $ (17,632) | $ (28,413) |
Income tax expense (benefit) | $ 397 | $ (95) | $ 1,421 | $ 596 |
Effective tax rate | (4.57%) | 0.60% | (8.06%) | (2.10%) |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) - USD ($) | Jun. 30, 2023 | Jan. 01, 2023 |
Income Taxes [Line Items] | ||
Percentage of shareholders tax liability using corporate alternative minimum tax | 15% | |
Minimum | ||
Income Taxes [Line Items] | ||
Profits to shareholders | $ 1,000,000,000 |
Warrants - Additional Informati
Warrants - Additional Information (Details) - Warrant - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2023 | Mar. 09, 2023 | Mar. 08, 2023 | |
Class Of Warrant Or Right [Line Items] | ||||
Warrants exercisable price per share | $ 40.25 | $ 11.5 | ||
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 | $ 0.01 | ||
Minimum period of prior written notice of redemption of warrants | 30 years | |||
Minimum price per share required for redemption of warrants | $ 63 | $ 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 | $ 14,000 | $ 26,000 | ||
Aggregate amount of shares that can be purchased by warrants | 1,554,474 | 5,440,662 | ||
Warrants exercise price | $ 40.25 | $ 11.5 | ||
Warrants or rights outstanding | 5,440,662 | 5,440,662 |
Net Loss Per Share - Schedule o
Net Loss Per Share - Schedule of Calculation of Basic and Diluted Net Loss Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Earnings Per Share [Abstract] | ||||
Net loss | $ (9,089) | $ (15,837) | $ (19,053) | $ (29,009) |
Weighted-average shares used in computing net loss per common share, basic | 13,256,071 | 12,403,102 | 13,150,321 | 12,236,911 |
Weighted-average shares used in computing net loss per common share,diluted | 13,256,071 | 12,403,102 | 13,150,321 | 12,236,911 |
Net loss per common share, basic | $ (0.69) | $ (1.28) | $ (1.45) | $ (2.37) |
Net loss per common share, diluted | $ (0.69) | $ (1.28) | $ (1.45) | $ (2.37) |
Net Loss Per Share - Additional
Net Loss Per Share - Additional Information (Details) - shares | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Earnings Per Share [Abstract] | ||||
Weighted-average number of outstanding shares of common stock excluded from calculation of diluted net loss per share | 1,086,269 | 1,399,456 | 1,107,495 | 1,600,929 |
Transactions with Related Par_3
Transactions with Related Parties - Additional Information (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Lynrock Lake LP | Minimum | ||||
Related Party Transaction [Line Items] | ||||
Percentage of beneficial ownership | 10% | |||
Pietro Calogero | Kaleyra S.p.A | Related Party | ||||
Related Party Transaction [Line Items] | ||||
Cost incurred for related party services | $ 15,000 | $ 18,000 | $ 27,000 | $ 28,000 |
Transactions with Related Par_4
Transactions with Related Parties - Schedule of Expenses for Related Parties (Details) - Related Party - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Research and Development | ||||
Related Party Transaction [Line Items] | ||||
Expenses for related parties | $ 15 | $ 18 | $ 27 | $ 28 |
Sales and Marketing | ||||
Related Party Transaction [Line Items] | ||||
Expenses for related parties | $ 57 | 113 | ||
General and Administrative | ||||
Related Party Transaction [Line Items] | ||||
Expenses for related parties | $ 12 |
Revenue - Additional Informatio
Revenue - Additional Information (Details) $ in Millions | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2023 USD ($) | Jun. 30, 2022 | Jun. 30, 2023 USD ($) PerformanceObligation | Jun. 30, 2022 PerformanceObligation | Dec. 31, 2022 USD ($) | |
Disaggregation of Revenue [Abstract] | |||||
Number of performance obligations | PerformanceObligation | 1 | 1 | |||
Revenue from usage-based fees in total revenue | 86% | 93% | 86% | 93% | |
Subscription-based fee contractual period | 1 year | ||||
Revenue from term-based fees in total revenue | 14% | 7% | 14% | 7% | |
Deferred revenue | $ 2.4 | $ 2.4 | $ 3.5 | ||
Deferred revenue, revenue recognized | $ 1.1 | $ 2.7 |
Subsequent Events - Additional
Subsequent Events - Additional Information (Details) | Jul. 06, 2023 USD ($) | Jul. 06, 2023 EUR (€) | Jul. 05, 2023 USD ($) | Jun. 30, 2023 USD ($) | Mar. 31, 2023 USD ($) | [1] | Dec. 31, 2022 USD ($) | [1] | Jun. 30, 2022 USD ($) | [1] | Mar. 31, 2022 USD ($) | [1] | Dec. 31, 2021 USD ($) | [1] |
Subsequent Event [Line Items] | ||||||||||||||
Stockholders' equity | $ 26,378,000 | $ 33,620,000 | $ 42,213,000 | $ 104,902,000 | $ 110,380,000 | $ 117,422,000 | ||||||||
Subsequent Event | ||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||
NYSE 30-day average market capitalization | $ 50,000,000 | |||||||||||||
Stockholders' equity | $ 50,000,000 | |||||||||||||
Subsequent Event | Bandyer S.r.l | ||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||
Outstanding amount on acquisition | $ 488,000 | € 448,000 | ||||||||||||
[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. Fractional shares were not issued in connection with the Reverse Stock Split. Stockholders, who otherwise would have been entitled to receive fractional shares because they held a number of shares not evenly divisible by the split ratio, received an additional fraction of a share of common stock to round up to the next whole share. |