Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 30, 2021 | Aug. 03, 2021 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Jun. 30, 2021 | |
Document Fiscal Year Focus | 2021 | |
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 | true | |
Entity Ex Transition Period | false | |
Entity Common Stock, Shares Outstanding | 41,307,336 | |
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 | Via Marco D’Aviano, 2 | |
Entity Address, City or Town | Milano MI | |
Entity Address, Country | IT | |
Entity Address, Postal Zip Code | 20131 | |
City Area Code | +39 02 | |
Local Phone Number | 288 5841 | |
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 | NYSEAMER | |
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 $11.50 per share of Common Stock | |
Trading Symbol | KLR WS | |
Name of Each Exchange on Which Registered | NYSEAMER |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Unaudited) - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 |
Current assets: | ||
Cash and cash equivalents | $ 118,625 | $ 32,970 |
Short-term investments | 6,099 | 4,843 |
Trade receivables, net | 77,252 | 43,651 |
Prepaid expenses | 3,850 | 1,447 |
Deferred costs | 371 | |
Other current assets | 3,668 | 2,134 |
Total current assets | 209,865 | 85,045 |
Property and equipment, net | 15,939 | 6,726 |
Intangible assets, net | 133,525 | 7,574 |
Goodwill | 96,788 | 16,657 |
Deferred tax assets | 703 | |
Other long-term assets | 313 | 1,797 |
Total Assets | 456,430 | 118,502 |
Current liabilities: | ||
Accounts payable | 66,765 | 51,768 |
Debt for forward share purchase agreements | 483 | |
Notes payable due to related parties | 7,500 | |
Lines of credit | 5,338 | 5,273 |
Current portion of bank and other borrowings | 9,448 | 10,798 |
Deferred revenue | 10,775 | 3,666 |
Payroll and payroll related accrued liabilities | 4,124 | 3,292 |
Other current liabilities | 6,647 | 5,988 |
Total current liabilities | 103,097 | 88,768 |
Long-term portion of bank and other borrowings | 28,611 | 31,974 |
Long-term portion of notes payable | 189,238 | 2,700 |
Long-term portion of employee benefit obligation | 1,952 | 1,886 |
Deferred tax liability | 1,792 | |
Other long-term liabilities | 1,667 | 603 |
Total Liabilities | 326,357 | 125,931 |
Commitments and contingencies (Note 15) | ||
Stockholders’ equity (deficit): | ||
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, 2021 and December 31, 2020; 44,105,394 shares issued and 41,307,336 shares outstanding as of June 30, 2021 and 33,086,745 shares issued and 30,288,687 shares outstanding as of December 31, 2020 | 4 | 3 |
Additional paid-in capital | 245,452 | 93,628 |
Treasury stock, at cost; 2,798,058 shares as of June 30, 2021 and December 31, 2020 | (30,431) | (30,431) |
Accumulated other comprehensive loss | (2,304) | (2,826) |
Accumulated deficit | (82,648) | (67,803) |
Total stockholders’ equity (deficit) | 130,073 | (7,429) |
Total liabilities and stockholders’ equity (deficit) | $ 456,430 | $ 118,502 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) - $ / shares | Jun. 30, 2021 | Dec. 31, 2020 |
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 | 44,105,394 | 33,086,745 |
Common stock, shares outstanding | 41,307,336 | 30,288,687 |
Treasury stock, shares | 2,798,058 | 2,798,058 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Income Statement [Abstract] | ||||
Revenue | $ 53,992,000 | $ 31,199,000 | $ 93,706,000 | $ 64,832,000 |
Cost of revenue | 43,529,000 | 26,846,000 | 76,919,000 | 55,748,000 |
Gross profit | 10,463,000 | 4,353,000 | 16,787,000 | 9,084,000 |
Operating expenses: | ||||
Research and development | 4,282,000 | 2,346,000 | 7,150,000 | 5,156,000 |
Sales and marketing | 4,660,000 | 2,989,000 | 7,519,000 | 6,732,000 |
General and administrative | 12,364,000 | 6,537,000 | 22,966,000 | 14,296,000 |
Total operating expenses | 21,306,000 | 11,872,000 | 37,635,000 | 26,184,000 |
Loss from operations | (10,843,000) | (7,519,000) | (20,848,000) | (17,100,000) |
Other income, net | 47,000 | 11,000 | 92,000 | 53,000 |
Financial expense, net | (908,000) | (518,000) | (1,627,000) | (559,000) |
Foreign currency income (loss) | (191,000) | (415,000) | 164,000 | (247,000) |
Loss before income tax benefit | (11,895,000) | (8,441,000) | (22,219,000) | (17,853,000) |
Income tax benefit | (7,408,000) | (313,000) | (7,374,000) | (902,000) |
Net loss | $ (4,487,000) | $ (8,128,000) | $ (14,845,000) | $ (16,951,000) |
Net loss per common share, basic and diluted | $ (0.13) | $ (0.39) | $ (0.46) | $ (0.84) |
Weighted-average shares used in computing net loss per common share, basic and diluted | 34,292,874 | 20,606,816 | 32,328,909 | 20,293,203 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Comprehensive Loss (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Statement Of Income And Comprehensive Income [Abstract] | ||||
Net loss | $ (4,487) | $ (8,128) | $ (14,845) | $ (16,951) |
Other comprehensive income (loss): | ||||
Foreign currency translation adjustments | (602) | (691) | 503 | (1,193) |
Net change in unrealized gain on marketable securities, net of tax | 23 | 19 | 4 | |
Total other comprehensive income (loss) | (579) | (691) | 522 | (1,189) |
Total comprehensive loss | $ (5,066) | $ (8,819) | $ (14,323) | $ (18,140) |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Stockholders' Equity (Deficit) (Unaudited) - USD ($) | Total | Cowen | mGage | Common Stock | Common StockCowen | Common StockmGage | Additional Paid-in Capital | Additional Paid-in CapitalCowen | Additional Paid-in CapitalmGage | Treasury Stock | AOCI Including Portion Attributable to Noncontrolling Interest | Retained Earnings | |
Beginning balance at Dec. 31, 2019 | $ (38,774,000) | $ 2,000 | $ 2,143,000 | $ 74,000 | $ (40,993,000) | ||||||||
Beginning balance, shares at Dec. 31, 2019 | 19,977,113 | ||||||||||||
Common stock repurchased in connection with forward share purchase agreements | 24,218,000 | $ (24,218,000) | |||||||||||
Common stock repurchased in connection with forward share purchase agreements, shares | (2,258,510) | 2,258,510 | |||||||||||
Change in forward share purchase agreement liability | 1,671,000 | 1,671,000 | |||||||||||
Stock-based compensation (RSUs) | 10,834,000 | 10,834,000 | |||||||||||
Stock-based compensation (RSUs), shares | 159,104 | ||||||||||||
Proceeds from issuance of common stock in public offering, net of issuance costs | 31,997,000 | $ 1,000 | 31,996,000 | ||||||||||
Proceeds from issuance of common stock in public offering, net of issuance costs, shares | 7,777,778 | ||||||||||||
Common stock issued to settle a payable | [1],[2] | 3,422,000 | 3,422,000 | ||||||||||
Common stock issued to settle a payable, shares | [1],[2] | 580,595 | |||||||||||
Common stock issued to sellers, shares | 1,763,633 | ||||||||||||
Net loss | (16,951,000) | (16,951,000) | |||||||||||
Other comprehensive income (loss) | (1,189,000) | (1,189,000) | |||||||||||
Ending balance at Jun. 30, 2020 | (8,990,000) | $ 3,000 | 74,284,000 | $ (24,218,000) | (1,115,000) | (57,944,000) | |||||||
Ending balance, shares at Jun. 30, 2020 | 27,999,713 | 2,258,510 | |||||||||||
Beginning balance at Mar. 31, 2020 | (41,635,000) | $ 2,000 | 11,190,000 | $ (2,587,000) | (424,000) | (49,816,000) | |||||||
Beginning balance, shares at Mar. 31, 2020 | 20,019,048 | 235,169 | |||||||||||
Common stock repurchased in connection with forward share purchase agreements | 21,631,000 | $ (21,631,000) | |||||||||||
Common stock repurchased in connection with forward share purchase agreements, shares | (2,023,341) | 2,023,341 | |||||||||||
Change in forward share purchase agreement liability | 1,942,000 | 1,942,000 | |||||||||||
Stock-based compensation (RSUs) | 4,630,000 | 4,630,000 | |||||||||||
Stock-based compensation (RSUs), shares | 22,000 | ||||||||||||
Proceeds from issuance of common stock in public offering, net of issuance costs | 31,997,000 | $ 1,000 | 31,996,000 | ||||||||||
Proceeds from issuance of common stock in public offering, net of issuance costs, shares | 7,777,778 | ||||||||||||
Common stock issued to settle a payable | [1] | 2,895,000 | 2,895,000 | ||||||||||
Common stock issued to settle a payable, shares | [1] | 440,595 | |||||||||||
Common stock issued to sellers, shares | 1,763,633 | ||||||||||||
Net loss | (8,128,000) | (8,128,000) | |||||||||||
Other comprehensive income (loss) | (691,000) | (691,000) | |||||||||||
Ending balance at Jun. 30, 2020 | (8,990,000) | $ 3,000 | 74,284,000 | $ (24,218,000) | (1,115,000) | (57,944,000) | |||||||
Ending balance, shares at Jun. 30, 2020 | 27,999,713 | 2,258,510 | |||||||||||
Beginning balance at Dec. 31, 2020 | (7,429,000) | $ 3,000 | 93,628,000 | $ (30,431,000) | (2,826,000) | (67,803,000) | |||||||
Beginning balance, shares at Dec. 31, 2020 | 30,288,687 | 2,798,058 | |||||||||||
Change in forward share purchase agreement liability | 17,528,000 | 17,528,000 | |||||||||||
Conversion of Note | $ 2,295,000 | $ 2,295,000 | |||||||||||
Conversion of Note, shares | 303,171 | ||||||||||||
Forfeiture of 2020 Sponsor Earnout Shares | [3] | 1,244,000 | 1,244,000 | ||||||||||
Forfeiture of 2020 Sponsor Earnout Shares, shares | [3] | (469,343) | |||||||||||
Stock-based compensation (RSUs) | 10,329,000 | 10,329,000 | |||||||||||
Stock-based compensation (RSUs), shares | 935,115 | ||||||||||||
Proceeds from issuance of common stock in Private Investment in Public Equity offering, net of issuance costs | 99,051,000 | $ 1,000 | 99,050,000 | ||||||||||
Proceeds from issuance of common stock in Private Investment in Public Equity offering, net of issuance costs, shares | 8,400,000 | ||||||||||||
Warrants exercised for common stock | 2,872,000 | 2,872,000 | |||||||||||
Warrants exercised for common stock, shares | 249,706 | ||||||||||||
Fair value of warrants | (326,000) | (326,000) | |||||||||||
Common stock issued to sellers | [4] | $ 18,832,000 | $ 18,832,000 | ||||||||||
Common stock issued to sellers, shares | [4] | 1,600,000 | |||||||||||
Net loss | (14,845,000) | 934,000 | (14,845,000) | ||||||||||
Other comprehensive income (loss) | 522,000 | 522,000 | |||||||||||
Ending balance at Jun. 30, 2021 | 130,073,000 | $ 4,000 | 245,452,000 | $ (30,431,000) | (2,304,000) | (82,648,000) | |||||||
Ending balance, shares at Jun. 30, 2021 | 41,307,336 | 2,798,058 | |||||||||||
Beginning balance at Mar. 31, 2021 | 11,938,000 | $ 3,000 | 122,252,000 | $ (30,431,000) | (1,725,000) | (78,161,000) | |||||||
Beginning balance, shares at Mar. 31, 2021 | 30,930,617 | 2,798,058 | |||||||||||
Stock-based compensation (RSUs) | 5,318,000 | 5,318,000 | |||||||||||
Stock-based compensation (RSUs), shares | 376,719 | ||||||||||||
Proceeds from issuance of common stock in Private Investment in Public Equity offering, net of issuance costs | 99,051,000 | $ 1,000 | 99,050,000 | ||||||||||
Proceeds from issuance of common stock in Private Investment in Public Equity offering, net of issuance costs, shares | 8,400,000 | ||||||||||||
Common stock issued to sellers | [4] | $ 18,832,000 | $ 18,832,000 | ||||||||||
Common stock issued to sellers, shares | [4] | 1,600,000 | |||||||||||
Net loss | (4,487,000) | (4,487,000) | |||||||||||
Other comprehensive income (loss) | (579,000) | (579,000) | |||||||||||
Ending balance at Jun. 30, 2021 | $ 130,073,000 | $ 4,000 | $ 245,452,000 | $ (30,431,000) | $ (2,304,000) | $ (82,648,000) | |||||||
Ending balance, shares at Jun. 30, 2021 | 41,307,336 | 2,798,058 | |||||||||||
[1] | |||||||||||||
[2] | On March 6, 2020, the Company issued to Northland Securities Inc. (“Northland”) 140,000 shares of the Company’s common stock as a partial settlement of the amounts owned to Northland for financial advisory services provided by Northland to Kaleyra S.p.A. in connection with the previously consummated Business Combination. | ||||||||||||
[3] | |||||||||||||
[4] | On June 1, 2021, Kaleyra completed its acquisition of mGage for a total purchase price of $218.0 million, consisting of both cash and common stock consideration. The cash consideration amounted to $199.2 million of which $198.6 million was paid on June 1, 2021 and the remaining amount is expected to be settled in fiscal 2021. The common stock consideration was paid with the issuance to Vivial’s former equity holders of a total of 1,600,000 shares of Kaleyra common stock at $11.77 per share closing price of Kaleyra common stock on the date of issuance, equal to $18.8 million. |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Stockholders' Equity (Deficit) (Unaudited) (Parenthetical) - USD ($) $ in Millions | Mar. 16, 2021 | May 01, 2020 | Mar. 06, 2020 |
Cowen Investments Limited Liability Company And Chardan Capital Markets Limited Liability Company | |||
Common stock issued to settle a payable, shares | 440,595 | ||
Cowen Investments Limited Liability Company | |||
Common stock issued to settle a payable, shares | 374,506 | ||
Chardan Capital Markets Limited Liability Company | |||
Common stock issued to settle a payable, shares | 66,089 | ||
Sponsors | |||
Percentage of 2020 sponsor earnout shares that have not vested been forfeited. | 50.00% | ||
Northland Securities Inc | |||
Common stock issued to settle a payable, shares | 140,000 |
Condensed Consolidated Statem_5
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2021 | Jun. 30, 2020 | |
Cash Flows from Operating Activities: | ||
Net loss | $ (14,845) | $ (16,951) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 3,460 | 1,269 |
Stock-based compensation, preference shares and others | 9,270 | 11,133 |
Non-cash settlement of preference share liability | (2,486) | |
Provision for doubtful accounts | 808 | 44 |
Realized gains on marketable securities | 21 | |
Employee benefit obligation | 122 | 253 |
Change in fair value of warrant liability | 830 | |
Reversal of accrued interest on forward share purchase agreement | (659) | |
Non-cash interest expense | 325 | 117 |
Deferred taxes | (6,804) | (636) |
Change in operating assets and liabilities: | ||
Trade receivables | (7,259) | 793 |
Other current assets | (2,359) | 1,938 |
Deferred costs | 46 | |
Other long-term assets | 1,483 | (448) |
Accounts payable | (1,882) | (5,375) |
Other current liabilities | (2,508) | 5,059 |
Deferred revenue | 6,920 | 171 |
Long-term liabilities | (82) | 698 |
Net cash used in operating activities | (13,113) | (4,421) |
Cash Flows from Investing Activities: | ||
Purchase of short-term investments | (1,882) | (4,920) |
Sale of short-term investments | 546 | 5,041 |
Purchase of property and equipment | (177) | (494) |
Sale of property and equipment | 16 | |
Capitalized software development costs | (1,633) | (1,371) |
Purchase of intangible assets | (3) | (6) |
Acquisition of mGage, net of cash acquired | (195,709) | |
Net cash used in investing activities | (198,858) | (1,734) |
Cash Flows from Financing Activities: | ||
Proceeds from (repayments on) line of credit, net | 203 | 1,353 |
Borrowings on term loans | 8,800 | |
Repayments on term loans | (3,451) | (5,741) |
Proceeds from issuance of convertible notes, net of issuance costs | 188,637 | |
Repayments on notes | (7,500) | (5,478) |
Repurchase of common stock in connection with forward share purchase agreements | (24,218) | |
Receipts (payments) related to forward share purchase agreements | 17,045 | (620) |
Proceeds from issuance of common stock in Private Investment in Public Equity offering, net of issuance costs | 99,051 | 32,680 |
Proceeds related to settlement of non-forfeited 2020 Sponsor Earnout Shares | 1,244 | |
Proceeds from the exercise of common stock warrants | 2,872 | |
Repayments on capital lease | (66) | |
Net cash provided by financing activities | 298,035 | 6,776 |
Effect of exchange rate changes on cash, cash equivalents and restricted cash | (409) | (370) |
Net increase in cash, cash equivalents and restricted cash | 85,655 | 251 |
Cash, cash equivalents and restricted cash, beginning of period | 32,970 | 36,997 |
Cash, cash equivalents and restricted cash, end of period | 118,625 | 37,248 |
Supplemental disclosures of cash flow information: | ||
Cash paid for interest | 763 | 448 |
Non-cash investing and financing activities | ||
Change in value of forward share purchase agreements | (483) | (1,671) |
Common stock issued to settle a payable | 3,123 | |
Issuance costs for private and public offering included in accounts payable | 683 | |
Note payable issued to settle a payable | $ 3,100 | |
Stock-based compensation capitalized as software development costs | 363 | |
Conversion of convertible note to common stock | 2,295 | |
Fair value of warrant liability | 344 | |
Reclassification of warrant liability to additional paid-in capital upon exercise of warrants | (18) | |
MGage Europe Ltd | ||
Non-cash investing and financing activities | ||
Common stock issued to Vivial equity holders (mGage acquisition) | 18,832 | |
Consideration payable related to the acquisition of mGage | $ 633 |
Description of Organization and
Description of Organization and Business Operations | 6 Months Ended |
Jun. 30, 2021 | |
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., (“Kaleyra,” the “Company,” “we,” “us,” and “our” refer to Kaleyra, Inc. and all of its consolidated subsidiaries) 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, as representative for the holders of the ordinary shares of Kaleyra S.p.A. immediately prior to the closing of a business combination (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 cloud communications software provider delivering secure Application Protocol Interfaces (“APIs”) and user interface based tools for business-to-consumer communications on a global basis. Kaleyra operates in the Communication Platform as a Service (“CPaaS”) market with operations in Italy, India, Dubai and the United States. Kaleyra’s underlying technology used in the platform is the same across all of its communication services which can generally be described as “omni-channel mobile first interactive notifications via a public or private cloud implementation”. These services include programmable voice/Interactive Voice Response (IVR) configurations, inbound/outbound messaging capabilities, hosted telephone numbers, conversational marketing solutions, and other types of IP communications services such as e-mail, push notifications, and WhatsApp®. 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 (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. Subsequent to June 30, 2021, Kaleyra announced the acquisition of Bandyer Srl (“Bandyer”). Bandyer offers cloud-based audio/video communications services via Web Real Time Communication (“WebRTC”) technology to financial institutions, retail companies, utilities, industries, insurance, human resources and digital healthcare organizations. Bandyer has been serving customers with programmable audio/video APIs and Software Development Kits (“SDKs”) based on WebRTC technology for a variety of use cases including group video calls and webinars. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2021 | |
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 our 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 Kaleyra and our consolidated subsidiaries for all periods presented. The results of operations for the three and six months ended June 30, 2021 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 our consolidated financial statements and the notes thereto included in our 20 20 Annual Report on Form 10-K filed with the Securities and Exchange Commission (the “SEC”) on March 16 , 202 1 . These condensed consolidated financial statements have been prepared in conformity with US GAAP applicable for an “emerging growth company” as defined in the Jumpstart Our Business Startups Act (“JOBS Act”). The JOBS Act provides, among others, that an emerging growth company can take advantage of an extended transition period for complying with new or revised accounting standards. In particular, an emerging growth company can delay the adoption of certain accounting standards until those standards would apply to private companies. For the purpose of these condensed consolidated financial statements, the Company availed itself of an extended transition period for complying with new or revised accounting standards and, as a result, did not adopt new or revised accounting standards on the relevant dates on which adoption of such standards is required for public companies. Liquidity The Company evaluated its ability to continue as a going concern. The Company has negative cash flows from operating activities through June 30, 2021. The condensed consolidated balance sheet as of June 30, 2021 includes total current assets of $209.9 million and total current liabilities of $103.1 million, resulting in net current assets of $106.8 million. The Business Combination generated significant obligations including (i) $13.1 million of liabilities related to non-recurring Business Combination transaction related costs; (ii) $15.0 million of deferred consideration to the Sellers in the Business Combination transaction; (iii) $13.2 million of net obligations under certain Shares Purchase Forward Agreements entered into by GigCapital, Inc. prior to the Business Combination; and (iv) $3.6 million of notes payable acquired as a result of the Business Combination. As of June 30, 2021, the Company only had $405,000 of remaining obligations as a result of the Business Combination. On February 18, 2021, and for the purposes of raising the cash portion of the consideration for the Merger, Kaleyra entered into the PIPE Subscription Agreements with the PIPE Investors and the Convertible Note Subscription Agreements with the Convertible Note Investors. Pursuant to these agreements, and prior to the closing of the Merger on June 1, 2021, Kaleyra issued and sold in private placements an aggregate of $105 million or 8,400,000 shares of Kaleyra common stock to the PIPE Investors at $12.50 per share, and $200 million aggregate principal amount of unsecured Merger Convertible Notes. Considering the effects of the financings described above and the typical financial cycle of Kaleyra, Kaleyra’s management believes that the Company’s cash and availability of borrowings, will be sufficient to support its planned operations for at least the next 12 months from the date these condensed consolidated financial statements were issued. 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 toward the 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-user customers 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 orders. Principles of Consolidation The condensed consolidated financial statements include the Company and its wholly owned subsidiaries, including Kaleyra S.p.A., Solutions Infini, Buc Mobile, The Campaign Registry and mGage, 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 US 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, allowance for doubtful accounts; valuation of the Company’s stock-based awards; recoverability of long-lived and intangible assets; capitalization and useful life of the Company’s capitalized internal-use software development costs; fair values and estimated lives of Concentration of Credit Risk Financial instruments that potentially expose the Company to a concentration of credit risk consist primarily of cash, restricted cash and cash equivalents, short-term investments and trade receivables. The Company maintains cash and cash equivalents 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, 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 the three months ended June 30, 2021 and 2020, there were zero and one customer, respectively, that individually accounted for more than 10% of the Company’s consolidated total revenue. In the six months ended June 30, 2021 and 2020, there were no customers that individually accounted for more than 10% of the Company’s consolidated total revenue. In the three months ended June 30, 2020, revenue generated by that one customer accounted for $3.7 million. As of June 30, 2021 and December 31, 2020, one individual customer in both periods accounted for more than 10% of the Company’s consolidated total trade receivables. Trade receivables accounted for by that one customer amounted to $7.9 million as of June 30, 2021 and another customer accounted for $4.5 million in trade receivables as of December 31, 2020. 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 to additional paid-in capital. Recent Accounting Pronouncements In May 2021, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ In January 2021, the FASB issued ASU 2021-01 “Reference Rate Reform (Topic 848)”, which clarifies that certain optional expedients and exceptions in Topic 848 for contract modifications and hedge accounting apply to derivatives that are affected by the discounting transition. Specifically, certain provisions in Topic 848, if elected by an entity, apply to derivative instruments that use an interest rate for margining, discounting, or contract price alignment that is modified as a result of reference rate reform. Amendments in this Update to the expedients and exceptions in Topic 848 capture the incremental consequences of the scope clarification and tailor the existing guidance to derivative instruments affected by the discounting transition. The amendments in this Update apply to all entities that elect to apply the optional guidance in Topic 848. The amendments do not apply to contract modifications made after December 31, 2022 or new hedging relationships entered into after December 31, 2022. For existing hedging relationships evaluated for effectiveness in periods after December 31, 2022, an exception is made for those hedging relationships that apply certain optional expedients in which the accounting effects are recorded through the end of the hedging relationship (including periods after December 31, 2022). The Company is currently evaluating the impact of the optional expedients and exceptions of this standard 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 amendments in this Update are effective for public business entities that meet the definition of a Securities and Exchange Commission (SEC) filer, excluding entities eligible to be smaller reporting companies as defined by the SEC, for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. For all other entities, the amendments are effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years. Early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020, including interim periods within those fiscal years. The Company adopted the amendments in this update as of the beginning of its annual fiscal year 2021, and the adoption did not have a material impact on its condensed consolidated financial statements . In June 2020, the FASB issued ASU 2020-05 “Revenue from contracts with customers (Topic 606) and Leases (Topic 842): Effective dates for certain entities” (“ASU 2020-05”), which provides a limited one year deferral of the effective dates of the following updates (including amendments issued after the issuance of the original update) to provide immediate, near-term relief for certain entities for whom these updates are either currently effective or imminently effective: i) ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606) (“Revenue”); ii) ASU No. 2016-02, Leases (Topic 842) (“Leases”). In November 2019, the FASB issued 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. Early application continues to be allowed. In ASU 2019-10, the FASB noted that challenges associated with transition to a major update are often magnified for private companies and smaller public companies. Those challenges have been significantly amplified by the current business and capital market disruptions caused by the COVID-19 pandemic. For this reason, the FASB issued the amendments in ASU 2020-05 by deferring the effective date for one additional year for entities in the “all other” category that have not yet issued their financial statements (or made financial statements available for issuance) reflecting the adoption of Leases. Therefore, under the amendments, 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. Early application continues to be permitted, which means that an entity may choose to implement Leases before those deferred effective dates. While the Company expects the adoption of the Leases standard (Leases Topic 842) to result in a material increase to the reported assets and liabilities, the Company has not yet determined the full impact that the adoption of this standard will have on its condensed consolidated financial statements. 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 applies to all registrants that are creditors in loan transactions that, individually or in the aggregate, have a material effect on the registrant’s financial condition. This ASU guidance is applicable upon a registrant’s adoption of Accounting Standards Codification (“ASC”) Topic 326. On November 15, 2019, the FASB delayed the effective date of ASC Topic 326 for certain small public companies and other private companies. As amended, the effective date of ASC Topic 326 was delayed until fiscal years beginning after December 15, 2022 for U.S. Securities and Exchange Commission (“SEC”) filers that are eligible to be smaller reporting companies under the SEC’s definition, as well as private companies and not-for-profit entities. The Company is currently evaluating the impact of this standard on its condensed consolidated financial statements. In November 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) b) A SU 2017-12, Derivatives and Hedging (Topic 815): Targeted Improvements to Accounting for Hedging Activities (Hedging). The effective dates for Hedging after applying this ASU are as follows: Public business entities for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. All other entities for fiscal years beginning after December 15, 2020, and interim periods within fiscal years beginning after December 15, 2021. Early application continues to be allowed. The Company is currently evaluating the impact of this standard on its condensed consolidated financial statements. In August 2018, the FASB issued ASU 2018-15, “Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40): Customer's Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That is a Service Contract”. This standard aligns the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software. The standard is effective for public business entities for fiscal years beginning after December 15, 2019, and interim periods within those fiscal years. For all other entities, the amendments in this ASU are effective for annual reporting periods beginning after December 15, 2020, and interim periods within annual periods beginning after December 15, 2021. Early adoption is permitted, including adoption in any interim period, for all entities. The amendments in this ASU should be applied either retrospectively or prospectively to all implementation costs incurred after the date of adoption. The Company adopted the amendments, and the adoption did not have a material impact on its condensed consolidated financial statements. In August 2018, the FASB issued ASU 2018-14, “Compensation—Retirement Benefits—Defined Benefit Plans—General (Subtopic 715-20)”, which modifies the disclosure requirements for employers that sponsor defined benefit pension or other postretirement plans. The amendments are effective for fiscal years ending after December 15, 2020 for public business entities and for fiscal years ending after December 15, 2021 for all other entities. Early adoption is permitted for all entities. The Company adopted the amendments, and the adoption did not have a material impact on its condensed consolidated financial statements. In January 2017, the FASB issued ASU 2017-04, “Simplifying the Test for Goodwill Impairment”, which removes the second step of the goodwill impairment test that requires a hypothetical purchase price allocation. A goodwill impairment will now be the amount by which a reporting unit's carrying value exceeds its fair value, not to exceed the carrying amount of goodwill. This guidance is effective prospectively for public business entities for annual or interim goodwill impairment tests in fiscal years beginning after December 15, 2020 and for annual or interim goodwill impairment tests in fiscal years beginning after December 15, 2021 for other entities. Early adoption is permitted for interim or annual goodwill impairment tests performed on testing dates after January 1, 2017. The Company is currently evaluating the impact of this standard 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. In November 2018, the FASB issued ASU 2018-19, “Codification Improvements to Topic 326, Financial Instruments— Credit Losses”, which clarifies that receivables arising from operating leases are not within the scope of Topic 326, Financial Instruments—Credit Losses. Instead, impairment of receivables arising from operating leases should be accounted for in accordance with Topic 842, Leases. These ASUs are 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. Earlier application is permitted. As noted above, the effective date of this ASU has now been delayed for two years by the issuance of ASU 2019-10. The Company is currently evaluating the impact of this standard on its condensed consolidated financial statements. 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. For lessors, accounting for leases is substantially the same as in prior periods. 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. Earlier application is permitted. As noted above, the effective date of this ASU has now been delayed for two years by the issuance of ASU 2020-05. While the Company expects the adoption of these standards to result in a material increase to the reported assets and liabilities, the Company has not yet determined the full impact that the adoption of this standard will have on its condensed consolidated financial statements . |
Business Combination
Business Combination | 6 Months Ended |
Jun. 30, 2021 | |
Business Combinations [Abstract] | |
Business Combination | 3. BUSINESS COMBINATION Acquisition of mGage On June 1, 2021, Kaleyra completed its Merger with Vivial and the resulting acquisition of the business owned by Vivial known as mGage, a leading global mobile messaging provider. The acquisition of mGage provided an opportunity for Kaleyra to expand its network operator connections and become one of only four companies providing direct connectivity to all US carriers. Pursuant to the Merger Agreement dated as of February 18, 2021, by and among Kaleyra, its wholly-owned subsidiary, Volcano Merger Sub, Inc. (“Merger Sub”), Vivial and GSO Special Situations Master Fund LP, solely in its capacity as the Stockholder Representative, Vivial was merged with and into Merger Sub, with Vivial surviving as a wholly-owned subsidiary of Kaleyra. The name of Vivial was changed to mGage Group Holdings, Inc. (“mGage Group Holdings”) as a result of the Merger. Subsequently, on July 1, 2021, this name was again changed to Kaleyra US Inc. The Merger consideration consisted of cash consideration and common stock consideration. Cash consideration amounted to $199.2 million of which $198.6 million was paid on June 1, 2021 and the remaining amount is expected to be settled in fiscal 2021. The common stock consideration was paid with the issuance to Vivial’s former equity holders of a total of 1,600,000 shares of Kaleyra common stock (the “Parent Common Stock”). The resulting amount, which was based upon the $11.77 per share closing price of Parent Common Stock as of June 1, 2021, was equal to $18.8 million and has been recognized as part of the consideration transferred. The Merger was financed through (i) the proceeds from the issuance and sale by Kaleyra, of an aggregate of 8,400,000 shares of Kaleyra common stock to PIPE Investors at $12.50 per share, pursuant to the subscription agreements dated February 18, 2021; and (ii) the proceeds from the issuance in a private placement, of $200 million aggregate principal amount of Merger Convertible Notes to certain institutional investors. See Note 10 – Notes Payable for additional details on the Merger Convertible Notes. The Merger was accounted for as a business combination and the total fair value of the consideration transferred of $218.0 million was allocated to the net tangible and intangible assets and liabilities based on their fair values as of the acquisition date and the excess was recorded as goodwill. The acquired entity’s results of operations have been included in the condensed consolidated financial statements of the Company from the date of acquisition. The following table summarizes the fair value amount recognized for the assets acquired and liabilities assumed as of the acquisition date (in thousands): Customer relationships (1) $ 78,100 Developed technology (1) 37,100 Trade names (1) 13,000 Deferred tax assets on loss carryforward 31,489 Goodwill (2) 80,336 Accounts receivable and other current assets 29,995 Property and equipment 8,450 Cash and cash equivalents 2,856 Total assets acquired 281,326 Deferred tax liabilities 40,704 Accounts payable and other current liabilities 22,591 Total liabilities assumed 63,295 Net assets acquired $ 218,031 (1) Identified finite-lived intangible assets. The estimated fair value of the intangible assets acquired was determined by the Company, which considered or relied in part upon a valuation report of a third-party expert. The Company used income approaches to estimate the fair values of the identifiable intangible assets. The estimated useful life is 7 to 9 years for customer relationships, 6 years for developed technology and 8 years for trade names. (2) Goodwill is the excess of fair value of the consideration transferred over the fair value of identifiable tangible and intangible assets acquired and liabilities assumed and represents expected synergies of the combination of the acquired business. Goodwill is not deductible for income tax purposes. In 2021, the Company incurred costs related to this acquisition of $5.5 million that were expensed in general and administrative expenses in the accompanying consolidated statements of operations. The contribution of mGage to the consolidated revenue and consolidated net loss for the month ended June 30, 2021 was $10.2 million and net income of $934,000, respectively. Unaudited supplemental pro-forma information The following table presents unaudited supplemental pro-forma information for the three and six months ended June 30, 2021 and 2020 as if the Merger had occurred on January 1, 2020. The main adjustments reflected in the unaudited pro-forma financial information are as follows: (i) the amortization of intangible assets arising from the purchase price allocation amounting to (i) $2.0 million and $5.0 million for three and six months ended June 30, 2021, respectively, net of the related tax effect of $748,000 and $1.9 million, respectively, which are referred to the period starting on January 1, 2021 through the date of the Merger, and (ii) $3.0 million and $6.1 million for three and six months ended June 30, 2020, respectively, net of the related tax effect of $1.1 million and $2.2 million, respectively, which are referred to the entire periods; (ii) the financial expenses incurred in connection with the Merger Convertible Notes amounting to (i) $1.9 million and $4.9 million for three and six months ended June 30, 2021, respectively, which are referred to the period starting on January 1, 2021 through the date of the Merger, and (ii) $3.8 million and $7.4 million for three and six months ended June 30, 2020, respectively, which are referred to the entire periods. No pro forma tax benefit has been reflected in connection with the pro forma adjustment to financial income (expense), net as Kaleyra is in a net loss tax position and a valuation allowance would be established for the amount of any deferred tax assets. Transaction costs incurred in connection with the transactions were not eliminated. The pro-forma financial information is not necessarily indicative of the results of operation that would have occurred had the transactions been affected on the assumed dates. Three Months Ended June 30, Six Months Ended June 30, 2021 2020 2021 2020 Revenue $ 76,552 $ 65,831 $ 148,127 $ 134,576 Net loss (5,440 ) (5,542 ) (18,257 ) (14,257 ) Net loss per common share, basic and diluted (0.13 ) (0.18 ) (0.45 ) (0.47 ) Weighted-average shares used in computing net loss per common share, basic and diluted 41,181,763 30,606,816 40,773,353 30,293,203 The contribution of mGage to the pro-forma consolidated revenue was $32.7 million and $64.6 million for the three and six months ended June 30, 2021, respectively, and $34.6 million and $69.7 million for the three and six months ended June 30, 2020, respectively. The contribution of mGage to the pro-forma consolidated net loss was an income of $241,000 and a net loss of $2.2 million for the three and six months ended June 30, 2021, respectively, and an income of $2.6 million and $2.7 million for the three and six months ended June 30, 2020, respectively. |
Fair Value Measurements
Fair Value Measurements | 6 Months Ended |
Jun. 30, 2021 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | 4. FAIR VALUE MEASUREMENTS The following tables provide the assets and liabilities measured at fair value on a recurring basis as of June 30, 2021 and December 31, 2020 (in thousands): Fair Value Hierarchy as of June 30, 2021 Aggregate Level 1 Level 2 Level 3 Fair Value Assets: Mutual funds (1) $ 591 $ — $ — $ 591 Certificates of deposit (2) — 5,508 — 5,508 Total Assets $ 591 $ 5,508 $ — $ 6,099 Liabilities: Interest Rate Swap (3) $ — $ 66 $ — $ 66 Warrant liability (4) — 1,155 — 1,155 Total Liabilities $ — $ 1,221 $ — $ 1,221 (1) Included in the condensed consolidated balance sheet line item “Short-term investments”. (2) Included in the condensed consolidated balance sheet line item “Short-term investments”, with maturity terms between 4 and 12 months held in India. (3) Included in the condensed consolidated balance sheet line item “Other long-term liabilities”. (4) Included in the condensed consolidated balance sheet line item “Other long-term liabilities”. See Note 18 – Warrants – for further details. Fair Value Hierarchy as of December 31, 2020 Aggregate Level 1 Level 2 Level 3 Fair Value Assets: Mutual funds (1) $ 590 $ — $ — $ 590 Certificates of deposit (2) — 4,253 — 4,253 Total Assets $ 590 $ 4,253 $ — $ 4,843 Liabilities Interest Rate Swap (3) $ — $ 109 $ — $ 109 Debt for forward share purchase agreements (4) — 483 — 483 Total Liabilities $ — $ 592 $ — $ 592 (1) Included in the condensed consolidated balance sheet line item “Short-term investments”. (2) Included in the condensed consolidated balance sheet line item “Short-term investments”, with maturity terms between 4 and 12 months held in India. (3) Included in the condensed consolidated balance sheet line item “Other long-term liabilities”. (4) Based on the information available at the reporting date, debt for forward share purchase agreements have been determined as the present value to be paid at settlement in case the counterparty exercises the put option. The values of short-term investments as of June 30, 2021 and as of December 31, 2020 were as follows (in thousands): As of June 30, 2021 As of December 31, 2020 Cost Unrealized Gains Unrealized Losses Fair Value Cost Unrealized Gains Unrealized Losses Fair Value Mutual funds $ 572 $ 19 $ — $ 591 $ 580 $ 10 $ — $ 590 Certificates of deposit 5,508 — — 5,508 4,253 — — 4,253 There were no transfers into or out of Level 2 or Level 3 for the three and six months ended June 30, 2021 and the year ended December 31, 2020. Net realized and unrealized (gains) and losses included in income related to Level 3 liabilities shown above are reported in the condensed consolidated statements of operations as follows (in thousands): Research and Development Sales and Marketing General and Administrative Financial Income (Expense), net Foreign Currency Income (Loss) Total Six months ended June 30, 2020 Liabilities: Preference shares $ (941 ) $ (372 ) $ (756 ) $ (417 ) $ — $ (2,486 ) |
Derivative Financial Instrument
Derivative Financial Instrument | 6 Months Ended |
Jun. 30, 2021 | |
Derivative Instruments And Hedging Activities Disclosure [Abstract] | |
Derivative Financial Instruments | 5. DERIVATIVE FINANCIAL INSTRUMENTS The gross notional amount of interest rate swap derivative contracts not designated as hedging instruments, outstanding as of June 30, 2021 and December 31, 2020, was €7.7 million ($9.1 million) and €9.5 million ($11.6 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 2021 2020 2021 2020 Interest Rate Swap Financial income (expense), net $ 28 $ (51 ) $ 41 $ (44 ) Total $ 28 $ (51 ) $ 41 $ (44 ) 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 2021 2020 Interest Rate Swap Other long-term liabilities $ 66 $ 109 Total $ 66 $ 109 |
Goodwill and Intangible Assets,
Goodwill and Intangible Assets, Net | 6 Months Ended |
Jun. 30, 2021 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets, Net | 6. GOODWILL AND INTANGIBLE ASSETS, NET Goodwill Goodwill as of June 30, 2021 and December 31, 2020 was as follows (in thousands): Balance as of December 31, 2020 $ 16,657 Goodwill additions related to 2021 acquisition 80,336 Effect of exchange rate (205 ) Balance as of June 30, 2021 $ 96,788 Intangible assets, net Intangible assets consisted of the following (in thousands): As of June 30, 2021 As of December 31, 2020 Gross Accumulated Amortization Net Gross Accumulated Amortization Net Amortizable Intangible Assets: Developed technology $ 39,819 $ 2,389 $ 37,430 $ 2,742 $ 1,576 $ 1,166 Customer relationships 86,920 3,764 83,156 8,925 2,598 6,327 Trade names 13,000 135 12,865 — — — Patent 129 55 74 130 49 81 Total amortizable intangible assets $ 139,868 $ 6,343 $ 133,525 $ 11,797 $ 4,223 $ 7,574 Amortization expense was $1.8 million and $406,000 for the three months ended June 30, 2021 and 2020, respectively, and $2.2 million and $828,000 for the six months ended June 30, 2021 and 2020, respectively. Total estimated future amortization expense as of is as follows (in thousands): As of June 30, 2021 2021 (remaining six months) $ 8,900 2022 17,745 2023 17,643 2024 17,442 2025 17,227 2026 and thereafter 54,568 Total $ 133,525 |
Other Assets
Other Assets | 6 Months Ended |
Jun. 30, 2021 | |
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, 2021 2020 VAT receivables $ 875 $ 1,347 Receivables from suppliers 1,282 542 Credit for tax other than income tax 886 119 Income tax receivables 96 69 Other receivables 529 57 Total other current assets $ 3,668 $ 2,134 Other long-term assets consisted of the following (in thousands): As of June 30, As of December 31, 2021 2020 Non-current income tax credit (advances and tax reduced at sources) $ 53 $ 1,509 Miscellaneous 260 288 Total other long-term assets $ 313 $ 1,797 |
Bank and Other Borrowings
Bank and Other Borrowings | 6 Months Ended |
Jun. 30, 2021 | |
Bank And Other Borrowings [Abstract] | |
Bank and Other Borrowings | 8. BANK AND OTHER BORROWINGS Credit line facilities As of June 30, 2021, the Company had credit line facilities denominated in Euro The credit lines denominated in Euro may be drawn upon at variable interest rates in the following range: 0.6% - 7.6%. The weighted average interest rate on those credit line facilities outstanding as of June 30, 2021, was 1.22%. Long-term bank and other borrowings Long-term bank and other borrowings consist of the following (in thousands): Interest Nominal Rate As of June 30, As of December 31, Interest As of June 30, As of December 31, 2021 2020 Maturity Contractual Rate 2021 2020 UniCredit S.p.A. (Line A Tranche 1) $ 2,787 $ 3,235 July 2023 Euribor 3 months + 3.10% 2.80 % 2.80 % UniCredit S.p.A. (Line A Tranche 2) 133 153 November 2023 Euribor 3 months + 3.10% 2.80 % 2.80 % UniCredit S.p.A. (Line B) 2,691 3,030 May 2024 Euribor 3 months + 2.90% 2.60 % 2.60 % UniCredit S.p.A. (Line C) 2,182 2,521 August 2023 Euribor 3 months + 3.90% 3.36 % 3.36 % Intesa Sanpaolo S.p.A. (Line 1) 603 931 April 2022 Euribor 3 months + 1.80% 1.26 % 1.26 % Intesa Sanpaolo S.p.A. (Line 2) 3,587 4,292 April 2024 Euribor 3 months + 2.60% 2.06 % 2.06 % Intesa Sanpaolo S.p.A. (Line 3) 9,384 9,688 June 2026 Euribor 3 months + 1.65% 1.11 % 1.11 % Intesa Sanpaolo S.p.A. (Line 4) 6,523 6,734 July 2026 Euribor 3 months + 1.70% 1.16 % 1.16 % UBI Banca S.p.A. (Line 1) 51 209 August 2021 Euribor 3 months + 1.25% 1.25 % 1.25 % UBI Banca S.p.A. (Line 2) 401 1,031 October 2021 Euribor 3 months +1.95% 1.41 % 1.41 % Monte dei Paschi di Siena S.p.A. (Line 1) 199 328 April 2022 0.95 % 0.95 % 0.95 % Monte dei Paschi di Siena S.p.A. (Line 2) 1,579 2,037 June 2023 1.50 % 1.50 % 1.50 % Banco BPM S.p.A. (Line 1) 824 1,056 June 2023 Euribor 3 months + 2.00% 2.00 % 2.00 % Banco BPM S.p.A. (Line 3) 6,169 6,355 September 2024 Euribor 3 months + 3.00% 2.46 % 2.46 % Simest 1 248 307 December 2023 0.50 % 0.50 % 0.50 % Simest 2 246 305 December 2023 0.50 % 0.50 % 0.50 % Simest 3 452 560 December 2023 0.50 % 0.50 % 0.50 % Total bank and other borrowings 38,059 42,772 Less: current portion 9,448 10,798 Total long-term portion $ 28,611 $ 31,974 All bank and other borrowings are unsecured borrowings of Kaleyra. On February 23, 2021, Kaleyra entered into an amendment to the existing unsecured loan agreement with Intesa Sanpaolo S.p.A. (the “Intesa Sanpaolo S.p.A. - Line 1”) and an amendment to the existing unsecured loan agreement with Intesa Sanpaolo S.p.A. (the “Intesa Sanpaolo S.p.A. - Line 2”). The amendments each provide that certain financial covenants be amended, in particular as they relate to the previously agreed net financial position/equity ratio and the net financial position/gross operating income ratio. Upon the approval of the audited statutory financial statements of Kaleyra S.p.A. for the year ended December 31, 2020 in June 2021, the calculated net financial position/gross operating income ratio failed to comply with the amended terms of the unsecured loan agreement with Intesa San Paolo S.p.A.. As a result of such failure, Intesa San Paolo S.p.A. was entitled to raise the interest rate bearing on the existing financing agreements of Intesa San Paolo S.p.A. by fifty (50) bps. No principal amount was subject to early reimbursement under the amended terms of the loan agreement. On August 3, 2021, the Company was notified by Intesa San Paolo S.p.A. of their resolution to apply the incremental fifty (50) bps to the interest rate bearing on future payments of interest. On March 9, 2021 and March 10, 2021, respectively, Kaleyra S.p.A. received the approval by UniCredit to postpone repayment of the principal amounts due under the existing Line A Tranche (2), Line B and Line C of the long-term financing agreements with UniCredit S.p.A. for a period of six (6) months starting from March 1, 2021 until August 8, 2021, and under Line A Tranche (1) of the long-term financing agreement with UniCredit S.p.A. starting from February 1, 2021 until July 31, 2021. Consequently, the repayment schedule under all financing agreements mentioned above has been extended for the period equal to that of the six (6) month suspension period. On April 15, 2021, Kaleyra S.p.A. and Banco Popolare di Milano S.p.A. entered into an agreement to postpone repayment of the principal amounts due under the existing Line 3 of the long-term unsecured financing agreement for a period of six (6) months starting from March 31, 2021 until September 30, 2021, without prejudice to Kaleyra S.p.A.’s obligations to continue to pay interest in relation to the principal amount at the original due dates . On April 15, 2021, Kaleyra 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 $505,000 (€422,000 at the April 15, 2021 exchange rate) of the financing applies to the Co-financing and has been granted in accordance with Section 3.1 of the Temporary Framework for State aid measures to support the economy in the current COVID-19 outbreak of the European Commission, and as such does not require repayment if used for the purposes stated within Fund 394/81. 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 will have a duration of six (6) years starting from the date of disbursement and will have to be repaid in half-yearly installments starting after a two-year pre-amortization period. As of June 30, 2021, the loan has not yet been disbursed pending the final documentation review by Simest S.p.A. under Fund 394/81 rules. As of June 30, 2021, all of the available long-term facilities were drawn in full except for the Simest Financing as described above. Interest expense on bank and other borrowings was $180,000 and $199,000 for the three months ended June 30, 2021 and 2020, respectively, and $370,000 and $417,000 for the six months ended June 30, 2021 and 2020, respectively. As of June 30, 2021, the Company is obliged to make payments as follows (in thousands): As of June 30, 2021 2021 (remaining six months) $ 4,337 2022 10,957 2023 10,672 2024 6,240 2025 3,673 2026 and thereafter 2,180 Total $ 38,059 |
Debt for Forward Share Purchase
Debt for Forward Share Purchase Agreements | 6 Months Ended |
Jun. 30, 2021 | |
Debt Disclosure [Abstract] | |
Debt for Forward Share Purchase Agreements | 9. DEBT FOR FORWARD SHARE PURCHASE AGREEMENTS As of June 30, 2021, the Company’s debt for forward share purchase agreements amounted to zero. Yakira Capital Management (“Yakira”) During the period from January 25, 2021 through March 2, 2021, Yakira provided notice to the Company that it sold all but 219 of the 43,930 shares that it held on December 31, 2020 in the open market at a price above $11.00 per share that were subject to the Third Yakira Amendment. On March 29, 2021, Yakira provided notice to the Company that it would not require the Company to purchase its remaining 219 shares by the term date of March 31, 2021. Following the sale of shares and the lapse of the Third Yakira Amendment mentioned above, the forward share purchase agreement with Yakira was terminated pursuant to its terms, and, as a result, the Company has no further obligations under the Yakira Purchase Agreement. Nomura Global Financial Products On February 25, 2021, in accordance with the terms of the agreement (the “Confirmation”) with Nomura Global Financial Products, Inc. (“NGFP”), NGFP fully terminated the forward share purchase agreement (“Forward Transaction”) and made a payment in the aggregate amount of $17.0 million to Kaleyra. Following the cash settlement of the Forward Transaction mentioned above, the Forward Transaction with NGFP has terminated pursuant to the terms of the Confirmation, and, as a result, the Company has no further obligations. |
Notes Payable
Notes Payable | 6 Months Ended |
Jun. 30, 2021 | |
Debt Disclosure [Abstract] | |
Notes Payable | 10. NOTES PAYABLE Notes payable to the Sellers As consideration for the Business Combination, on November 25, 2019 the Company issued unsecured convertible promissory notes to each of Esse Effe and Maya in the amount of $6.0 million and $1.5 million, respectively, (the “Business Combination Convertible Notes”) and also issued other unsecured promissory notes to each of Esse Effe and Maya in the identical respective amounts (the “Non-convertible Notes”). The Non-convertible Notes held by Esse Effe and Maya were paid in full during fiscal year 2020 and no amount remains outstanding for such notes as of June 30, 2021. Business Combination Convertible Notes As of June 30, 2021, the Business Combination Convertible Notes held by Esse Effe and Maya amounted to zero. The Business Combination Convertible Notes are classified as “Notes payable due to related parties” in the accompanying condensed consolidated balance sheets. The accrued interest payable is included in “Other current liabilities” in the accompanying condensed consolidated balance sheets. On the fifteen-month anniversary of the Business Combination Date or February 25, 2021, the fifty percent (50%) of the previously outstanding amount of Business Combination Convertible Notes held by Esse Effe and Maya was repaid, with a total of $3.0 million and $750,000 in principal and $176,000 and $44,000 in accrued interest being paid to Esse Effe and Maya, respectively, pursuant to the terms of the Business Combination Convertible Notes. Under the terms of the Business Combination Convertible Notes, the outstanding principal balance of the Business Combination Convertible Notes, plus all accrued and unpaid interest and fees due under these notes, became due and payable, upon the receipt by the Company of cash proceeds of an equity financing in an aggregate gross amount of $105.0 million or 8,400,000 shares of Kaleyra common stock at $12.50 per share issued to the PIPE Investors in the private placement equity financing event immediately prior to the closing of the Merger Agreement of June 1, 2021. The principal amount of $3.8 million plus accrued interest of $84,000 for the Business Combination Convertible Notes held by Esse Effe and Maya was paid in full on June 2, 2021. Following the repayment, the Business Combination Convertible Notes terminated pursuant to their terms and no further amounts were due. 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 shall initially be 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 Kaleyra 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 shall be a five percent (5%) premium to the ten-day (10-day) trailing VWAP as of the date immediately prior to the issuance date of the convertible notes, rounded down to the nearest whole number. On May 1, 2020, in connection with the Settlement Agreement, the Company issued: (i) an aggregate of 440,595 Settlement Shares to Cowen Investments and Chardan, consisting of 374,506 Settlement Shares issued to Cowen Investments, and 66,089 Settlement Shares issued to Chardan, which resulted in a $0.2 million loss on settlement on the issuance date of May 1, 2020; 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 is convertible at the option of Cowen Investments into 303,171 shares of common stock of the Company, if there has been no principal reduction, and the unpaid principal of the Chardan Note is convertible at the option of Chardan into 53,501 shares of common stock of the Company, if there has been no principal reduction. As the Beneficial Ownership Limitation was not triggered by the issuance of the Settlement Shares, no Warrant Agreement was necessary and no warrants were issued. As of December 31, 2020, the outstanding amount of the Cowen Note was $2.3 million and accrued interest was $63,000. As of December 31, 2020, the outstanding amount of the Chardan Note was $405,000 and accrued interest was $14,000. On February 4, 2021, Cowen Investments elected to convert the outstanding amount of the Cowen Note into 303,171 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. As of June 30, 2021, the outstanding amount of the Chardan Note was $405,000 and accrued interest was $24,000. This note payable is included in “Long-term portion of notes payable” and the accrued interest payable is included in “Other current liabilities” in the accompanying condensed consolidated balance sheets. Merger Convertible Notes On February 18, 2021, in support of the consummation of the Merger, Kaleyra entered into Convertible Note Subscription Agreements, each dated February 18, 2021, with the Convertible Note Investors. On June 1, 2021, the Company issued the Merger Convertible Notes with an aggregate principal amount of $200 million. The Company incurred $11.4 million of issuance costs as a result of the issuance of the Merger Convertible Notes. In connection with the issuance of the Merger Convertible Notes pursuant to the terms of the Convertible Note Subscription Agreements, the Company entered into an indenture (the “Indenture”) with Wilmington Trust, National Association, a national banking association, in its capacity as trustee thereunder (the “Indenture Trustee”), in respect of the $200 million of Merger Convertible Notes that were issued to the Convertible Note Investors. The Merger Convertible Notes bear interest at a rate of 6.125% per annum, payable semi-annually, in arrears on each June 1 and December 1 of each year, commencing on December 1, 2021, to holders of record at the close of business on the preceding May 15 and November 15, respectively. The Merger Convertible Notes are convertible into 11,851,852 shares of Parent Common Stock at a conversion price of $16.875 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 (i) the first 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 150% 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 and (ii) 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. As of June 30, 2021, the outstanding amount of the Merger Convertible Notes was $ million, net of issuance costs. During the one-month period following the issuance of the convertible notes accrued contractual interest and amortization of issuance costs amounted to $ 973,000 and $ 196,000 , respectively. 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 “Finance expense, net” on the condensed consolidated statements of operations. |
Accumulated Other Comprehensive
Accumulated Other Comprehensive Income (Loss) | 6 Months Ended |
Jun. 30, 2021 | |
Equity [Abstract] | |
Accumulated Other Comprehensive Income (Loss) | 11. ACCUMULATED OTHER COMPREHENSIVE LOSS The accumulated balances related to each component of accumulated other comprehensive loss are as follows (in thousands): Cumulative Foreign Currency Translation Adjustment Cumulative Net Unrealized Gain (Loss) on Marketable Securities, Net of Tax Accumulated Other Comprehensive Income (Loss) As of December 31, 2020 $ (2,836 ) $ 10 $ (2,826 ) Other comprehensive income (loss), net of tax 1,105 (4 ) 1,101 As of March 31, 2021 $ (1,731 ) $ 6 $ (1,725 ) Other comprehensive income (loss), net of tax (602 ) 23 (579 ) As of June 30, 2021 $ (2,333 ) $ 29 $ (2,304 ) Cumulative Foreign Currency Translation Adjustment Cumulative Net Unrealized Gain (Loss) on Marketable Securities, Net of Tax Accumulated Other Comprehensive Income (Loss) As of December 31, 2019 $ 78 $ (4 ) $ 74 Other comprehensive income (loss), net of tax (502 ) 4 (498 ) As of March 31, 2020 $ (424 ) $ — $ (424 ) Other comprehensive income (loss), net of tax (691 ) — (691 ) As of June 30, 2020 $ (1,115 ) $ — $ (1,115 ) |
Preference Shares Liabilities
Preference Shares Liabilities | 6 Months Ended |
Jun. 30, 2021 | |
Preference Shares Liabilities [Abstract] | |
Preference Shares Liabilities | 12. PREFERENCE SHARES LIABILITIES Preference shares liabilities amounting to zero as of June 30, 2021 and December 31, 2020, represented the Company’s obligation to purchase in 2020 the preference shares from certain employees of Solutions Infini as a part of the Solutions Infini 2018 Purchase Agreement. During fiscal year 2020, following the agreement with the eligible employees of the preference shares to pay performance bonuses for a total amount of $3.5 million, as a replacement of the preference shares obligation, the performance bonus obligation payable to the eligible employees was paid in two different installments of $1.4 million on August 31, 2020, and of $883,000 on November 30, 2020. Following the full and final settlement agreements signed with the eligible employees on February 3, 2021, the previously outstanding performance bonus obligation of $1.2 million payable to the eligible employees under the Solutions Infini 2018 Purchase Agreement was paid in full by June 30, 2021 and as such the obligation terminated pursuant to its terms and no further obligation remains outstanding. |
Other Current and Long-Term Lia
Other Current and Long-Term Liabilities | 6 Months Ended |
Jun. 30, 2021 | |
Other Liabilities Disclosure [Abstract] | |
Other Current and Long-Term Liabilities | 13. OTHER CURRENT AND LONG-TERM LIABILITIES Other current liabilities consisted of the following (in thousands): As of June 30, As of December 31, 2021 2020 Liabilities for tax other than income tax $ 448 $ 2,942 Social security liabilities 368 383 Current tax liabilities 894 434 Accrued financial interest 147 1,066 Capital leases 110 138 Accrued contractual interests 973 — Other miscellaneous 3,707 1,025 Total other current liabilities $ 6,647 $ 5,988 Other long-term liabilities consisted of the following (in thousands): As of June 30, As of December 31, 2021 2020 Interest rate swaps $ 66 $ 109 Warrant liability 1,155 — Capital leases 162 208 Other miscellaneous 284 286 Total other long-term liabilities $ 1,667 $ 603 |
Geographic Information
Geographic Information | 6 Months Ended |
Jun. 30, 2021 | |
Segment Reporting [Abstract] | |
Geographic Information | 14. 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 Italy, India and the United States. The following table sets forth revenue by geographic area for the three and six months ended June 30, 2021 and 2020 (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2021 2020 2021 2020 Italy $ 19,164 $ 13,547 $ 35,251 $ 28,155 India 13,595 6,224 25,313 15,117 United States 10,971 6,353 16,092 10,642 Europe (excluding Italy) 1,839 2,574 3,257 5,147 South America 2,452 — 2,452 — Rest of the world 5,971 2,501 11,341 5,771 Total $ 53,992 $ 31,199 $ 93,706 $ 64,832 Three Months Ended June 30, Six Months Ended June 30, 2021 2020 2021 2020 Italy 35.5 % 43.4 % 37.6 % 43.4 % India 25.2 % 19.9 % 27.0 % 23.4 % United States 20.3 % 20.4 % 17.2 % 16.4 % Europe (excluding Italy) 3.4 % 8.3 % 3.5 % 7.9 % South America 4.5 % 0.0 % 2.6 % 0.0 % Rest of the world 11.1 % 8.0 % 12.1 % 8.9 % As of June 30, 2021, the majority of the Company’s long-lived assets are located in Italy, India and the United States. The following table sets forth long-lived assets by geographic area as of June 30, 2021 and December 31, 2020 (in thousands): As of June 30, As of December 31, 2021 2020 Italy $ 3,486 $ 2,827 India 2,512 1,667 United States 9,134 2,225 Rest of the world 807 7 Total $ 15,939 $ 6,726 As of June 30, As of December 31, 2021 2020 Italy 21.9 % 42.0 % India 15.7 % 24.8 % United States 57.3 % 33.1 % Rest of the world 5.1 % 0.1 % |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2021 | |
Commitments And Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 15. COMMITMENTS AND CONTINGENCIES Lease Commitments The Company entered into various operating lease agreements that expire over various years in the next 7 years. The Company’s Milan office lease contains an option to renew the lease for 6 years under terms and conditions set forth in the lease agreement. Certain of the Company’s leases contain provisions for rental adjustments. Operating lease rentals are expensed on a straight-line basis over the life of the lease beginning on the date the Company takes possession of the property. Rent expense was $249,000 and $206,000 for the three months ended June 30, 2021 and 2020, respectively, and $441,000 and $441,000 for the six months ended June 30, 2021 and 2020, respectively. Future minimum lease payments under leasing obligations as of June 30, 2021 are as follows (in thousands): As of June 30, 2021 Operating Leases Capital Leases Total 2021 (remaining six months) $ 720 $ 73 $ 793 2022 1,296 76 1,372 2023 669 62 731 2024 560 62 622 2025 365 18 383 2026 and thereafter 132 — 132 Total minimum lease payments $ 3,742 $ 291 $ 4,033 Future minimum lease payment under capital leases as of June 30, 2021, consisted of the following (in thousands): As of June 30, 2021 Capital Leases Total payments $ 291 Less: interest portion 19 Net capital lease obligation 272 Less: current portion 110 Long term portion $ 162 The current and long term portion of the future minimum lease payments under capital lease are included in the condensed consolidated balance sheet line item “Other current liabilities” and “Other long-term liabilities”, respectively. Contingencies As of June 30, 2021, the Company had contingent liabilities of $127,000, relating to a tax appeal of Solutions Infini for which no provision was recognized as its occurrence was deemed remote. |
Restricted Stock Units
Restricted Stock Units | 6 Months Ended |
Jun. 30, 2021 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Restricted Stock Units | 16. 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, 2021: Number of shares Weighted- average grant date fair value (per share) Non-vested as of December 31, 2020 3,331,037 $ 7.48 Vested (935,115 ) 8.67 Granted 1,094,150 15.57 Cancelled (23,463 ) 9.84 Non-vested as of June 30, 2021 3,466,609 $ 9.70 RSUs compensation expense for the three and six months ended June 30, 2021 was $4.7 million and $9.3 million, respectively, which was recorded as follows (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2021 2020 2021 2020 Research and development $ 806 $ 1,140 $ 1,777 $ 2,452 Sales and marketing 866 1,100 1,388 2,153 General and administrative 3,038 2,390 6,105 6,229 Total $ 4,710 $ 4,630 $ 9,270 $ 10,834 As of June 30, 2021, there was $20.1 million of unrecognized compensation cost related to non-vested RSUs to be recognized over a weighted-average remaining period of 1.51 years. |
Income Taxes
Income Taxes | 6 Months Ended |
Jun. 30, 2021 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 17. INCOME TAXES The Company provides for income taxes using an asset and liability approach under which deferred income taxes are provided for based upon enacted tax laws and rates applicable to periods in which the taxes become payable. The Company recorded an income tax benefit of $7.4 million and $313,000 for the three months ended June 30, 2021 and 2020, respectively, and an income tax benefit of $7.4 million and $902,000 for the six months ended June 30, 2021 and 2020, respectively. The Company continues to maintain a valuation allowance against its domestic deferred tax assets, with the exception of certain deferred tax liabilities as result of purchase accounting adjustments, and most foreign jurisdictions other than India also maintain a valuation allowance against its deferred tax assets. On March 27, 2020, the United States enacted the CARES Act in response to the COVID-19 pandemic. The CARES Act, among other things, permits net operating loss carryovers and carrybacks to offset 100% of taxable income for taxable years beginning before 2021. In addition, the CARES Act allows net operating loss incurred in 2018, 2019, and 2020 to be carried back to each of the five preceding taxable years to generate a refund of previously paid income taxes. The Company recognized a $959,000 discrete tax benefit during the three months ending June 30, 2021, related to a release of the domestic valuation allowance associated with a net operating loss carryback. During the three months ended June 30, 2021, the Company also released $5.8 million in valuation allowance related to which the Company has determined will be utilized in the future to offset net deferred tax liabilities related to the mGage acquisition during the period As of June 30, 2021, the Company maintained $5.3 million of undistributed earnings and profits generated by a foreign subsidiary (Solutions Infini) for which no deferred tax liabilities have been recorded, since the Company intends to indefinitely reinvest such earnings in the subsidiary to fund the international operations and certain obligations of the subsidiary. Should the above undistributed earnings be distributed in the form of dividends or otherwise, the distributions would result in approximately $787,000 of tax expense. The Company files income tax returns in the United States and in foreign jurisdictions including Italy, India, and Switzerland. As of June 30, 2021, the tax years 2008 through the current period remain open to examination in each of the major jurisdictions in which the Company is subject to tax. |
Warrants
Warrants | 6 Months Ended |
Jun. 30, 2021 | |
Warrants And Rights Note Disclosure [Abstract] | |
Warrants | 18. WARRANTS Warrants will only be exercisable for whole shares at $11.50 per share. Under the terms of the warrant agreement dated December 12, 2017 (the “Warrant Agreement”), the Company has 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 will be issued upon exercise of the warrants. If, upon exercise of the warrants, a holder would be entitled to receive a fractional interest in a share, the Company will, upon exercise, round down to the nearest whole number for the number of shares of common stock to be issued to the warrant holder. Each warrant became exercisable 30 days after the completion of the Business Combination and will expire five years after the completion of the Business Combination or earlier upon redemption or liquidation. Once the warrants became exercisable, the Company may redeem the outstanding warrants in whole and not in part at a price of $0.01 per warrant upon a minimum of 30 days’ prior written notice of redemption, only in the event that the last sale price of the Company’s shares of common stock equals or exceeds $18.00 per share for any 20 trading days within the 30-trading day period ending on the third trading day before the Company sends the notice of redemption to the warrant holders. On April 12, 2021, the SEC issued a SEC Staff Statement on “Accounting and Reporting Considerations for Warrants Issued by Special Purpose Acquisition Companies (“SPACs”) (the “SEC Staff Statement”). The SEC Staff Statement addresses certain accounting and reporting considerations related to warrants of a kind similar to those issued by the Company at the time of its initial public offering in December 2019. Based on ASC 815-40, “Contracts in Entity’s Own Equity”, warrant instruments that do not meet the criteria to be considered indexed to an entity’s own stock shall be initially classified as liabilities at their estimated fair values. In periods subsequent to issuance, changes in the estimated fair value of the derivative instruments should be reported in the consolidated statements of operations. Following the SEC Staff Statement, management evaluated the fact pattern set forth within Kaleyra’s Warrant Agreement and concluded that the warrants issued in connection with private placements that occurred in December 2017 and January 2018 concurrently with its initial public offering (the “Private Placement Warrants”) should have been recorded as a liability at fair value as the Private Placement Warrants were not considered to be indexed to the entity’s own stock. Because the transfer of Private Placement Warrants to anyone other than the initial purchasers or their permitted transferees would result in the Private Placement Warrants having substantially the same terms as warrants issued in the Company’s initial public offering, management determined that the fair value of each Private Placement Warrant approximates the fair value of its publicly traded warrants. Management analyzed the impact of this error on the Company’s prior consolidated financial statements beginning from the date when the Private Placement Warrants were issued and concluded that the adjustments were immaterial to any period presented in previously issued consolidated financial statements. The out-of-period adjustment related to the prior periods was also immaterial to the three months ended March 31, 2021. As a result of this analysis, the Company corrected this error in the three months ended March 31, 2021. The correction resulted in an increase of $534,000 in other long-term liabilities, a decrease of $344,000 in additional paid-in capital and an increase of $190,000 in financial income (expense), net for the quarter ended March 31, 2021. During the three months ended June 30, 2021, the Company recorded $433,000 in “Financial expense, net” on the condensed consolidated statement of operation for the change in fair value of the Private Placement Warrants. During the six months ended June 30, 2021, the Company recorded $830,000, including the $190,000 attributable to prior periods, in “Financial expense, net” on the condensed consolidated statements of operations for the change in fair value of the Private Placement Warrants. As of June 30, 2021, there were 7,125,232 warrants outstanding. |
Net Loss Per Share
Net Loss Per Share | 6 Months Ended |
Jun. 30, 2021 | |
Earnings Per Share [Abstract] | |
Net Loss Per Share | 19. 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, 2021 2020 2021 2020 Net loss $ (4,487 ) $ (8,128 ) $ (14,845 ) $ (16,951 ) Weighted average shares used to compute net loss per common share, basic and diluted 34,292,874 20,606,816 32,328,909 20,293,203 Net loss per common share, basic and diluted $ (0.13 ) $ (0.39 ) $ (0.46 ) $ (0.84 ) The Company generated a net loss for each of the three and six months ended June 30, 2021 and 2020. 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, 2021, 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 10,653,658 and 11,679,120, respectively (16,881,691 and 17,377,360 for the three and six months ended June 30, 2020, respectively). |
Transactions with Related Parti
Transactions with Related Parties | 6 Months Ended |
Jun. 30, 2021 | |
Related Party Transactions [Abstract] | |
Transactions with Related Parties | 20. TRANSACTIONS WITH RELATED PARTIES During the three and six months ended June 30, 2021 and 2020, related party transactions, other than compensation and similar arrangements in the ordinary course of business, were as follows: i. Unsecured convertible promissory notes, received by Esse Effe and Maya at the closing of the Business Combination, pursuant to the terms of the Stock Purchase Agreement. Maya is affiliated with Dario Calogero and the shares are beneficially owned by a shareholder, Mr. Calogero, who is the Chief Executive Officer and a director of Kaleyra. Esse Effe is affiliated with Dr. Emilio Hirsch, and its shares are beneficially owned by Dr. Hirsch, a shareholder and a director of the Company. Under the terms of the unsecured convertible promissory notes, the previously outstanding principal balance of these notes, plus all accrued and unpaid interest, became due and payable following the private placement equity financing event in support for the consummation of the Merger Agreement for the acquisition of mGage of June 1, 2021. The outstanding principal amount of $3.8 million plus accrued interest of $84,000 was paid in full on June 2, 2021 and the obligation terminated pursuant to its terms. No outstanding amount was due by the Company as of June 30, 2021 ($7.5 million plus $241,000 of accrued interest as of December 31, 2020). See Note 10 – Notes Payable – for additional information; ii. Legal services rendered by a partner of Studio Legale Chiomenti, a family member of a key manager of the Company. Costs incurred by the Company for the above services were zero and $80,000 in the three and six months ended June 30, 2021, respectively ($86,000 and $142,000 in the three and six months ended June 30, 2020, respectively); iii. Alessandra Levy, the spouse of Kaleyra’s Chief Executive Officer, Dario Calogero, is an employee within the marketing team of Kaleyra S.p.A.. Ms. Levy received salary and benefits in the amount of $63,000 and $124,000 for the three and six months ended June 30, 2021, respectively ($58,000 and $116,000 in the three and six months ended June 30, 2020, respectively); iv. Pietro Calogero, the son of Kaleyra’s Chief Executive Officer, Dario Calogero, is an employee within the research and development team of Kaleyra S.p.A.. Mr. Pietro Calogero received salary and benefits in the amount of $13,000 and $24,000 for the three and six months ended June 30, 2021, respectively ($7,000 and $12,000 in the three and six months ended June 30, 2020, respectively); and v. As mentioned in Note 12, in the three months ended March 31, 2020, as a result of the modification of the Solutions Infini 2018 Purchase Agreement, a significant portion of the liability for preference shares was replaced with bonus compensation of $3.5 million. During fiscal year 2020, the previously outstanding bonus compensation payable to executive managers was paid in two different installments of $1.4 million on August 31, 2020, and of $883,000 on November 30, 2020. Following the full and final settlement agreements signed on February 3, 2021, the previously outstanding performance bonus obligation of $1.2 million payable to the eligible employees under the Solutions Infini 2018 Purchase Agreement was paid in full by June 30, 2021 and as such the obligation terminated pursuant to its terms and no further obligation remains outstanding as of June 30, 2021. See Note 12 – Preference Shares Liabilities – for further details. 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, 2021 2020 2021 2020 Research and development $ 13 $ 7 $ 25 $ 12 Sales and marketing 63 58 123 115 General and administrative — 86 80 142 Financial expense, net 19 122 63 244 |
Revenue
Revenue | 6 Months Ended |
Jun. 30, 2021 | |
Revenue From Contract With Customer [Abstract] | |
Revenue | 21 . REVENUE Revenue Recognition The Company enters into contracts that can include various combinations of products and services, which are generally capable of being distinct and accounted for as separate performance obligations. Revenue is recognized net of allowances for credits and any taxes collected from customers. Taxes collected are subsequently remitted to governmental authorities. The Company determines revenue recognition through the following steps: • Identification of the contract, or contracts, with a customer; • Identification of the performance obligations in the contract; • Determination of the transaction price; • Allocation of the transaction price to the performance obligations in the contract; and • Recognition of revenue when, or as, the Company satisfies a performance obligation. Nature of Products and Services The Company's revenue is primarily derived from usage-based fees earned from the sale of communications services offered through software solutions mainly to large enterprises and medium-sized customers. The Company’s revenue is recognized upon the sending of a message, the execution of a voice call, the usage of microservices available in-platform, or by the authentication of a financial transaction of an end user of the Company’s customer using the Company’s platform in an amount that reflects the consideration the Company expects to receive in exchange for those services which is generally based upon agreed fixed prices per unit. Platform access is considered a monthly service 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 96% and 97% of total revenue, for the three and the six months ended June 30, 2021, respectively (98% and 98% of total revenue for the three and six months ended June 30, 2020, respectively). Subscription-based fees are derived from certain term-based contracts, such as with the sales of short codes, usage of Whatsapp®, and customer support, which are generally at least one year long. 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 4% and 3% of total revenue for the three and the six months ended June 30, 2021, respectively (2% and 2% of total revenue for the three and six months ended June 30, 2020, respectively). 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. Contract Balances The Company receives payments from customers based on a billing schedule as established in its contracts. Contract assets are recorded when the Company has a conditional right to consideration for its completed performance under the contracts. Trade receivables are recorded when the right to this consideration becomes unconditional, which is as usage occurs. The Company did not have any contract assets as of June 30, 2021 and December 31, 2020. Deferred revenue is recorded when cash payments are received in advance of future usage on non-cancellable contracts. As of June 30, 2021 and December 31, 2020, the Company recorded $10.8 million and $3.7 million, respectively, as deferred revenue in its condensed consolidated balance sheets. In the three and six months ended June 30, 2021, the Company recognized $559,000 and $2.2 million, respectively, of revenue in its condensed consolidated statements of operations that was included in deferred revenue as of December 31, 2020. 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 14 – Geographic Information for details of revenue by geographic area. |
Subsequent Events
Subsequent Events | 6 Months Ended |
Jun. 30, 2021 | |
Subsequent Events [Abstract] | |
Subsequent Events | 22. SUBSEQUENT EVENTS On July 1, 2021, Kaleyra completed the 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., that changed its name into Kaleyra US Inc. as a result of the reorganization. After the merger, Kaleyra US Inc. would be the holding company of the following entities: one hundred percent (100%) direct ownership of mGage Europe Ltd. (UK) and one hundred percent (100%) direct ownership of mGage SA de SV (Mexico). On July 8, 2021, Kaleyra announced the acquisition of Bandyer for a price consideration of $15.5 million. Bandyer offers cloud-based audio/video communications services via WebRTC technology to financial institutions, retail companies, utilities, industries, insurance, human resources and digital healthcare organizations. Bandyer has been serving customers with programmable audio/video APIs and SDKs based on WebRTC technology for a variety of use cases including group video calls and webinars. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2021 | |
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 our 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 Kaleyra and our consolidated subsidiaries for all periods presented. The results of operations for the three and six months ended June 30, 2021 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 our consolidated financial statements and the notes thereto included in our 20 20 Annual Report on Form 10-K filed with the Securities and Exchange Commission (the “SEC”) on March 16 , 202 1 . These condensed consolidated financial statements have been prepared in conformity with US GAAP applicable for an “emerging growth company” as defined in the Jumpstart Our Business Startups Act (“JOBS Act”). The JOBS Act provides, among others, that an emerging growth company can take advantage of an extended transition period for complying with new or revised accounting standards. In particular, an emerging growth company can delay the adoption of certain accounting standards until those standards would apply to private companies. For the purpose of these condensed consolidated financial statements, the Company availed itself of an extended transition period for complying with new or revised accounting standards and, as a result, did not adopt new or revised accounting standards on the relevant dates on which adoption of such standards is required for public companies. |
Liquidity | Liquidity The Company evaluated its ability to continue as a going concern. The Company has negative cash flows from operating activities through June 30, 2021. The condensed consolidated balance sheet as of June 30, 2021 includes total current assets of $209.9 million and total current liabilities of $103.1 million, resulting in net current assets of $106.8 million. The Business Combination generated significant obligations including (i) $13.1 million of liabilities related to non-recurring Business Combination transaction related costs; (ii) $15.0 million of deferred consideration to the Sellers in the Business Combination transaction; (iii) $13.2 million of net obligations under certain Shares Purchase Forward Agreements entered into by GigCapital, Inc. prior to the Business Combination; and (iv) $3.6 million of notes payable acquired as a result of the Business Combination. As of June 30, 2021, the Company only had $405,000 of remaining obligations as a result of the Business Combination. On February 18, 2021, and for the purposes of raising the cash portion of the consideration for the Merger, Kaleyra entered into the PIPE Subscription Agreements with the PIPE Investors and the Convertible Note Subscription Agreements with the Convertible Note Investors. Pursuant to these agreements, and prior to the closing of the Merger on June 1, 2021, Kaleyra issued and sold in private placements an aggregate of $105 million or 8,400,000 shares of Kaleyra common stock to the PIPE Investors at $12.50 per share, and $200 million aggregate principal amount of unsecured Merger Convertible Notes. Considering the effects of the financings described above and the typical financial cycle of Kaleyra, Kaleyra’s management believes that the Company’s cash and availability of borrowings, will be sufficient to support its planned operations for at least the next 12 months from the date these condensed consolidated financial statements were issued. |
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 toward the 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-user customers 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 orders. |
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, Buc Mobile, The Campaign Registry and mGage, 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 US 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, allowance for doubtful accounts; valuation of the Company’s stock-based awards; recoverability of long-lived and intangible assets; capitalization and useful life of the Company’s capitalized internal-use software development costs; fair values and estimated lives of |
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, restricted cash and cash equivalents, short-term investments and trade receivables. The Company maintains cash and cash equivalents 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, 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 the three months ended June 30, 2021 and 2020, there were zero and one customer, respectively, that individually accounted for more than 10% of the Company’s consolidated total revenue. In the six months ended June 30, 2021 and 2020, there were no customers that individually accounted for more than 10% of the Company’s consolidated total revenue. In the three months ended June 30, 2020, revenue generated by that one customer accounted for $3.7 million. As of June 30, 2021 and December 31, 2020, one individual customer in both periods accounted for more than 10% of the Company’s consolidated total trade receivables. Trade receivables accounted for by that one customer amounted to $7.9 million as of June 30, 2021 and another customer accounted for $4.5 million in trade receivables as of December 31, 2020. |
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 to additional paid-in capital. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In May 2021, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ In January 2021, the FASB issued ASU 2021-01 “Reference Rate Reform (Topic 848)”, which clarifies that certain optional expedients and exceptions in Topic 848 for contract modifications and hedge accounting apply to derivatives that are affected by the discounting transition. Specifically, certain provisions in Topic 848, if elected by an entity, apply to derivative instruments that use an interest rate for margining, discounting, or contract price alignment that is modified as a result of reference rate reform. Amendments in this Update to the expedients and exceptions in Topic 848 capture the incremental consequences of the scope clarification and tailor the existing guidance to derivative instruments affected by the discounting transition. The amendments in this Update apply to all entities that elect to apply the optional guidance in Topic 848. The amendments do not apply to contract modifications made after December 31, 2022 or new hedging relationships entered into after December 31, 2022. For existing hedging relationships evaluated for effectiveness in periods after December 31, 2022, an exception is made for those hedging relationships that apply certain optional expedients in which the accounting effects are recorded through the end of the hedging relationship (including periods after December 31, 2022). The Company is currently evaluating the impact of the optional expedients and exceptions of this standard 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 amendments in this Update are effective for public business entities that meet the definition of a Securities and Exchange Commission (SEC) filer, excluding entities eligible to be smaller reporting companies as defined by the SEC, for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. For all other entities, the amendments are effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years. Early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020, including interim periods within those fiscal years. The Company adopted the amendments in this update as of the beginning of its annual fiscal year 2021, and the adoption did not have a material impact on its condensed consolidated financial statements . In June 2020, the FASB issued ASU 2020-05 “Revenue from contracts with customers (Topic 606) and Leases (Topic 842): Effective dates for certain entities” (“ASU 2020-05”), which provides a limited one year deferral of the effective dates of the following updates (including amendments issued after the issuance of the original update) to provide immediate, near-term relief for certain entities for whom these updates are either currently effective or imminently effective: i) ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606) (“Revenue”); ii) ASU No. 2016-02, Leases (Topic 842) (“Leases”). In November 2019, the FASB issued 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. Early application continues to be allowed. In ASU 2019-10, the FASB noted that challenges associated with transition to a major update are often magnified for private companies and smaller public companies. Those challenges have been significantly amplified by the current business and capital market disruptions caused by the COVID-19 pandemic. For this reason, the FASB issued the amendments in ASU 2020-05 by deferring the effective date for one additional year for entities in the “all other” category that have not yet issued their financial statements (or made financial statements available for issuance) reflecting the adoption of Leases. Therefore, under the amendments, 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. Early application continues to be permitted, which means that an entity may choose to implement Leases before those deferred effective dates. While the Company expects the adoption of the Leases standard (Leases Topic 842) to result in a material increase to the reported assets and liabilities, the Company has not yet determined the full impact that the adoption of this standard will have on its condensed consolidated financial statements. 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 applies to all registrants that are creditors in loan transactions that, individually or in the aggregate, have a material effect on the registrant’s financial condition. This ASU guidance is applicable upon a registrant’s adoption of Accounting Standards Codification (“ASC”) Topic 326. On November 15, 2019, the FASB delayed the effective date of ASC Topic 326 for certain small public companies and other private companies. As amended, the effective date of ASC Topic 326 was delayed until fiscal years beginning after December 15, 2022 for U.S. Securities and Exchange Commission (“SEC”) filers that are eligible to be smaller reporting companies under the SEC’s definition, as well as private companies and not-for-profit entities. The Company is currently evaluating the impact of this standard on its condensed consolidated financial statements. In November 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) b) A SU 2017-12, Derivatives and Hedging (Topic 815): Targeted Improvements to Accounting for Hedging Activities (Hedging). The effective dates for Hedging after applying this ASU are as follows: Public business entities for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. All other entities for fiscal years beginning after December 15, 2020, and interim periods within fiscal years beginning after December 15, 2021. Early application continues to be allowed. The Company is currently evaluating the impact of this standard on its condensed consolidated financial statements. In August 2018, the FASB issued ASU 2018-15, “Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40): Customer's Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That is a Service Contract”. This standard aligns the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software. The standard is effective for public business entities for fiscal years beginning after December 15, 2019, and interim periods within those fiscal years. For all other entities, the amendments in this ASU are effective for annual reporting periods beginning after December 15, 2020, and interim periods within annual periods beginning after December 15, 2021. Early adoption is permitted, including adoption in any interim period, for all entities. The amendments in this ASU should be applied either retrospectively or prospectively to all implementation costs incurred after the date of adoption. The Company adopted the amendments, and the adoption did not have a material impact on its condensed consolidated financial statements. In August 2018, the FASB issued ASU 2018-14, “Compensation—Retirement Benefits—Defined Benefit Plans—General (Subtopic 715-20)”, which modifies the disclosure requirements for employers that sponsor defined benefit pension or other postretirement plans. The amendments are effective for fiscal years ending after December 15, 2020 for public business entities and for fiscal years ending after December 15, 2021 for all other entities. Early adoption is permitted for all entities. The Company adopted the amendments, and the adoption did not have a material impact on its condensed consolidated financial statements. In January 2017, the FASB issued ASU 2017-04, “Simplifying the Test for Goodwill Impairment”, which removes the second step of the goodwill impairment test that requires a hypothetical purchase price allocation. A goodwill impairment will now be the amount by which a reporting unit's carrying value exceeds its fair value, not to exceed the carrying amount of goodwill. This guidance is effective prospectively for public business entities for annual or interim goodwill impairment tests in fiscal years beginning after December 15, 2020 and for annual or interim goodwill impairment tests in fiscal years beginning after December 15, 2021 for other entities. Early adoption is permitted for interim or annual goodwill impairment tests performed on testing dates after January 1, 2017. The Company is currently evaluating the impact of this standard 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. In November 2018, the FASB issued ASU 2018-19, “Codification Improvements to Topic 326, Financial Instruments— Credit Losses”, which clarifies that receivables arising from operating leases are not within the scope of Topic 326, Financial Instruments—Credit Losses. Instead, impairment of receivables arising from operating leases should be accounted for in accordance with Topic 842, Leases. These ASUs are 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. Earlier application is permitted. As noted above, the effective date of this ASU has now been delayed for two years by the issuance of ASU 2019-10. The Company is currently evaluating the impact of this standard on its condensed consolidated financial statements. 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. For lessors, accounting for leases is substantially the same as in prior periods. 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. Earlier application is permitted. As noted above, the effective date of this ASU has now been delayed for two years by the issuance of ASU 2020-05. While the Company expects the adoption of these standards to result in a material increase to the reported assets and liabilities, the Company has not yet determined the full impact that the adoption of this standard will have on its condensed consolidated financial statements . |
Business Combination (Tables)
Business Combination (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Business Combinations [Abstract] | |
Summary of Fair Value Amount Recognized for Assets Acquired and Liabilities Assumed | The following table summarizes the fair value amount recognized for the assets acquired and liabilities assumed as of the acquisition date (in thousands): Customer relationships (1) $ 78,100 Developed technology (1) 37,100 Trade names (1) 13,000 Deferred tax assets on loss carryforward 31,489 Goodwill (2) 80,336 Accounts receivable and other current assets 29,995 Property and equipment 8,450 Cash and cash equivalents 2,856 Total assets acquired 281,326 Deferred tax liabilities 40,704 Accounts payable and other current liabilities 22,591 Total liabilities assumed 63,295 Net assets acquired $ 218,031 (1) Identified finite-lived intangible assets. The estimated fair value of the intangible assets acquired was determined by the Company, which considered or relied in part upon a valuation report of a third-party expert. The Company used income approaches to estimate the fair values of the identifiable intangible assets. The estimated useful life is 7 to 9 years for customer relationships, 6 years for developed technology and 8 years for trade names. (2) Goodwill is the excess of fair value of the consideration transferred over the fair value of identifiable tangible and intangible assets acquired and liabilities assumed and represents expected synergies of the combination of the acquired business. Goodwill is not deductible for income tax purposes. |
Unaudited Supplemental Pro-forma Information | Three Months Ended June 30, Six Months Ended June 30, 2021 2020 2021 2020 Revenue $ 76,552 $ 65,831 $ 148,127 $ 134,576 Net loss (5,440 ) (5,542 ) (18,257 ) (14,257 ) Net loss per common share, basic and diluted (0.13 ) (0.18 ) (0.45 ) (0.47 ) Weighted-average shares used in computing net loss per common share, basic and diluted 41,181,763 30,606,816 40,773,353 30,293,203 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
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, 2021 and December 31, 2020 (in thousands): Fair Value Hierarchy as of June 30, 2021 Aggregate Level 1 Level 2 Level 3 Fair Value Assets: Mutual funds (1) $ 591 $ — $ — $ 591 Certificates of deposit (2) — 5,508 — 5,508 Total Assets $ 591 $ 5,508 $ — $ 6,099 Liabilities: Interest Rate Swap (3) $ — $ 66 $ — $ 66 Warrant liability (4) — 1,155 — 1,155 Total Liabilities $ — $ 1,221 $ — $ 1,221 (1) Included in the condensed consolidated balance sheet line item “Short-term investments”. (2) Included in the condensed consolidated balance sheet line item “Short-term investments”, with maturity terms between 4 and 12 months held in India. (3) Included in the condensed consolidated balance sheet line item “Other long-term liabilities”. (4) Included in the condensed consolidated balance sheet line item “Other long-term liabilities”. See Note 18 – Warrants – for further details. Fair Value Hierarchy as of December 31, 2020 Aggregate Level 1 Level 2 Level 3 Fair Value Assets: Mutual funds (1) $ 590 $ — $ — $ 590 Certificates of deposit (2) — 4,253 — 4,253 Total Assets $ 590 $ 4,253 $ — $ 4,843 Liabilities Interest Rate Swap (3) $ — $ 109 $ — $ 109 Debt for forward share purchase agreements (4) — 483 — 483 Total Liabilities $ — $ 592 $ — $ 592 (1) Included in the condensed consolidated balance sheet line item “Short-term investments”. (2) Included in the condensed consolidated balance sheet line item “Short-term investments”, with maturity terms between 4 and 12 months held in India. (3) Included in the condensed consolidated balance sheet line item “Other long-term liabilities”. (4) Based on the information available at the reporting date, debt for forward share purchase agreements have been determined as the present value to be paid at settlement in case the counterparty exercises the put option. |
Summary of Values of Short-term Investments | The values of short-term investments as of June 30, 2021 and as of December 31, 2020 were as follows (in thousands): As of June 30, 2021 As of December 31, 2020 Cost Unrealized Gains Unrealized Losses Fair Value Cost Unrealized Gains Unrealized Losses Fair Value Mutual funds $ 572 $ 19 $ — $ 591 $ 580 $ 10 $ — $ 590 Certificates of deposit 5,508 — — 5,508 4,253 — — 4,253 |
Summary of Net Realized and Unrealized (Gains) and Losses Related to Level 3 Liabilities | Net realized and unrealized (gains) and losses included in income related to Level 3 liabilities shown above are reported in the condensed consolidated statements of operations as follows (in thousands): Research and Development Sales and Marketing General and Administrative Financial Income (Expense), net Foreign Currency Income (Loss) Total Six months ended June 30, 2020 Liabilities: Preference shares $ (941 ) $ (372 ) $ (756 ) $ (417 ) $ — $ (2,486 ) |
Derivative Financial Instrume_2
Derivative Financial Instruments (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
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 2021 2020 2021 2020 Interest Rate Swap Financial income (expense), net $ 28 $ (51 ) $ 41 $ (44 ) Total $ 28 $ (51 ) $ 41 $ (44 ) |
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 2021 2020 Interest Rate Swap Other long-term liabilities $ 66 $ 109 Total $ 66 $ 109 |
Goodwill and Intangible Asset_2
Goodwill and Intangible Assets, Net (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Summary of Goodwill | Goodwill as of June 30, 2021 and December 31, 2020 was as follows (in thousands): Balance as of December 31, 2020 $ 16,657 Goodwill additions related to 2021 acquisition 80,336 Effect of exchange rate (205 ) Balance as of June 30, 2021 $ 96,788 |
Summary of Intangible Assets | Intangible assets consisted of the following (in thousands): As of June 30, 2021 As of December 31, 2020 Gross Accumulated Amortization Net Gross Accumulated Amortization Net Amortizable Intangible Assets: Developed technology $ 39,819 $ 2,389 $ 37,430 $ 2,742 $ 1,576 $ 1,166 Customer relationships 86,920 3,764 83,156 8,925 2,598 6,327 Trade names 13,000 135 12,865 — — — Patent 129 55 74 130 49 81 Total amortizable intangible assets $ 139,868 $ 6,343 $ 133,525 $ 11,797 $ 4,223 $ 7,574 |
Summary of Estimated Future Amortization Expense | Total estimated future amortization expense as of is as follows (in thousands): As of June 30, 2021 2021 (remaining six months) $ 8,900 2022 17,745 2023 17,643 2024 17,442 2025 17,227 2026 and thereafter 54,568 Total $ 133,525 |
Other Assets (Tables)
Other Assets (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
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, 2021 2020 VAT receivables $ 875 $ 1,347 Receivables from suppliers 1,282 542 Credit for tax other than income tax 886 119 Income tax receivables 96 69 Other receivables 529 57 Total other current assets $ 3,668 $ 2,134 |
Schedule of Other Long-Term Assets | Other long-term assets consisted of the following (in thousands): As of June 30, As of December 31, 2021 2020 Non-current income tax credit (advances and tax reduced at sources) $ 53 $ 1,509 Miscellaneous 260 288 Total other long-term assets $ 313 $ 1,797 |
Bank and Other Borrowings (Tabl
Bank and Other Borrowings (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
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 June 30, As of December 31, Interest As of June 30, As of December 31, 2021 2020 Maturity Contractual Rate 2021 2020 UniCredit S.p.A. (Line A Tranche 1) $ 2,787 $ 3,235 July 2023 Euribor 3 months + 3.10% 2.80 % 2.80 % UniCredit S.p.A. (Line A Tranche 2) 133 153 November 2023 Euribor 3 months + 3.10% 2.80 % 2.80 % UniCredit S.p.A. (Line B) 2,691 3,030 May 2024 Euribor 3 months + 2.90% 2.60 % 2.60 % UniCredit S.p.A. (Line C) 2,182 2,521 August 2023 Euribor 3 months + 3.90% 3.36 % 3.36 % Intesa Sanpaolo S.p.A. (Line 1) 603 931 April 2022 Euribor 3 months + 1.80% 1.26 % 1.26 % Intesa Sanpaolo S.p.A. (Line 2) 3,587 4,292 April 2024 Euribor 3 months + 2.60% 2.06 % 2.06 % Intesa Sanpaolo S.p.A. (Line 3) 9,384 9,688 June 2026 Euribor 3 months + 1.65% 1.11 % 1.11 % Intesa Sanpaolo S.p.A. (Line 4) 6,523 6,734 July 2026 Euribor 3 months + 1.70% 1.16 % 1.16 % UBI Banca S.p.A. (Line 1) 51 209 August 2021 Euribor 3 months + 1.25% 1.25 % 1.25 % UBI Banca S.p.A. (Line 2) 401 1,031 October 2021 Euribor 3 months +1.95% 1.41 % 1.41 % Monte dei Paschi di Siena S.p.A. (Line 1) 199 328 April 2022 0.95 % 0.95 % 0.95 % Monte dei Paschi di Siena S.p.A. (Line 2) 1,579 2,037 June 2023 1.50 % 1.50 % 1.50 % Banco BPM S.p.A. (Line 1) 824 1,056 June 2023 Euribor 3 months + 2.00% 2.00 % 2.00 % Banco BPM S.p.A. (Line 3) 6,169 6,355 September 2024 Euribor 3 months + 3.00% 2.46 % 2.46 % Simest 1 248 307 December 2023 0.50 % 0.50 % 0.50 % Simest 2 246 305 December 2023 0.50 % 0.50 % 0.50 % Simest 3 452 560 December 2023 0.50 % 0.50 % 0.50 % Total bank and other borrowings 38,059 42,772 Less: current portion 9,448 10,798 Total long-term portion $ 28,611 $ 31,974 |
Summary of Payments Obliged | As of June 30, 2021, the Company is obliged to make payments as follows (in thousands): As of June 30, 2021 2021 (remaining six months) $ 4,337 2022 10,957 2023 10,672 2024 6,240 2025 3,673 2026 and thereafter 2,180 Total $ 38,059 |
Accumulated Other Comprehensi_2
Accumulated Other Comprehensive Income (Loss) (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
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 Foreign Currency Translation Adjustment Cumulative Net Unrealized Gain (Loss) on Marketable Securities, Net of Tax Accumulated Other Comprehensive Income (Loss) As of December 31, 2020 $ (2,836 ) $ 10 $ (2,826 ) Other comprehensive income (loss), net of tax 1,105 (4 ) 1,101 As of March 31, 2021 $ (1,731 ) $ 6 $ (1,725 ) Other comprehensive income (loss), net of tax (602 ) 23 (579 ) As of June 30, 2021 $ (2,333 ) $ 29 $ (2,304 ) Cumulative Foreign Currency Translation Adjustment Cumulative Net Unrealized Gain (Loss) on Marketable Securities, Net of Tax Accumulated Other Comprehensive Income (Loss) As of December 31, 2019 $ 78 $ (4 ) $ 74 Other comprehensive income (loss), net of tax (502 ) 4 (498 ) As of March 31, 2020 $ (424 ) $ — $ (424 ) Other comprehensive income (loss), net of tax (691 ) — (691 ) As of June 30, 2020 $ (1,115 ) $ — $ (1,115 ) |
Other Current and Long-Term L_2
Other Current and Long-Term Liabilities (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
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, 2021 2020 Liabilities for tax other than income tax $ 448 $ 2,942 Social security liabilities 368 383 Current tax liabilities 894 434 Accrued financial interest 147 1,066 Capital leases 110 138 Accrued contractual interests 973 — Other miscellaneous 3,707 1,025 Total other current liabilities $ 6,647 $ 5,988 |
Schedule of Other Long-term Liabilities | Other long-term liabilities consisted of the following (in thousands): As of June 30, As of December 31, 2021 2020 Interest rate swaps $ 66 $ 109 Warrant liability 1,155 — Capital leases 162 208 Other miscellaneous 284 286 Total other long-term liabilities $ 1,667 $ 603 |
Geographic Information (Tables)
Geographic Information (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
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, 2021 and 2020 (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2021 2020 2021 2020 Italy $ 19,164 $ 13,547 $ 35,251 $ 28,155 India 13,595 6,224 25,313 15,117 United States 10,971 6,353 16,092 10,642 Europe (excluding Italy) 1,839 2,574 3,257 5,147 South America 2,452 — 2,452 — Rest of the world 5,971 2,501 11,341 5,771 Total $ 53,992 $ 31,199 $ 93,706 $ 64,832 Three Months Ended June 30, Six Months Ended June 30, 2021 2020 2021 2020 Italy 35.5 % 43.4 % 37.6 % 43.4 % India 25.2 % 19.9 % 27.0 % 23.4 % United States 20.3 % 20.4 % 17.2 % 16.4 % Europe (excluding Italy) 3.4 % 8.3 % 3.5 % 7.9 % South America 4.5 % 0.0 % 2.6 % 0.0 % Rest of the world 11.1 % 8.0 % 12.1 % 8.9 % |
Summary of Long-lived Assets by Geographic Area | The following table sets forth long-lived assets by geographic area as of June 30, 2021 and December 31, 2020 (in thousands): As of June 30, As of December 31, 2021 2020 Italy $ 3,486 $ 2,827 India 2,512 1,667 United States 9,134 2,225 Rest of the world 807 7 Total $ 15,939 $ 6,726 As of June 30, As of December 31, 2021 2020 Italy 21.9 % 42.0 % India 15.7 % 24.8 % United States 57.3 % 33.1 % Rest of the world 5.1 % 0.1 % |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Commitments And Contingencies Disclosure [Abstract] | |
Schedule of Future Minimum Lease Payments under Leasing Obligations | Future minimum lease payments under leasing obligations as of June 30, 2021 are as follows (in thousands): As of June 30, 2021 Operating Leases Capital Leases Total 2021 (remaining six months) $ 720 $ 73 $ 793 2022 1,296 76 1,372 2023 669 62 731 2024 560 62 622 2025 365 18 383 2026 and thereafter 132 — 132 Total minimum lease payments $ 3,742 $ 291 $ 4,033 |
Schedule of Future Minimum Lease Payments under Capital Leases | Future minimum lease payment under capital leases as of June 30, 2021, consisted of the following (in thousands): As of June 30, 2021 Capital Leases Total payments $ 291 Less: interest portion 19 Net capital lease obligation 272 Less: current portion 110 Long term portion $ 162 |
Restricted Stock Units (Tables)
Restricted Stock Units (Tables) - Restricted Stock Units (RSUs) | 6 Months Ended |
Jun. 30, 2021 | |
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, 2021: Number of shares Weighted- average grant date fair value (per share) Non-vested as of December 31, 2020 3,331,037 $ 7.48 Vested (935,115 ) 8.67 Granted 1,094,150 15.57 Cancelled (23,463 ) 9.84 Non-vested as of June 30, 2021 3,466,609 $ 9.70 |
Summary of RSUs Compensation Expense | RSUs compensation expense for the three and six months ended June 30, 2021 was $4.7 million and $9.3 million, respectively, which was recorded as follows (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2021 2020 2021 2020 Research and development $ 806 $ 1,140 $ 1,777 $ 2,452 Sales and marketing 866 1,100 1,388 2,153 General and administrative 3,038 2,390 6,105 6,229 Total $ 4,710 $ 4,630 $ 9,270 $ 10,834 |
Net Loss Per Share (Tables)
Net Loss Per Share (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
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, 2021 2020 2021 2020 Net loss $ (4,487 ) $ (8,128 ) $ (14,845 ) $ (16,951 ) Weighted average shares used to compute net loss per common share, basic and diluted 34,292,874 20,606,816 32,328,909 20,293,203 Net loss per common share, basic and diluted $ (0.13 ) $ (0.39 ) $ (0.46 ) $ (0.84 ) |
Transactions with Related Par_2
Transactions with Related Parties (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
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, 2021 2020 2021 2020 Research and development $ 13 $ 7 $ 25 $ 12 Sales and marketing 63 58 123 115 General and administrative — 86 80 142 Financial expense, net 19 122 63 244 |
Description of Organization a_2
Description of Organization and Business Operations - Additional Information (Details) - USD ($) $ / shares in Units, $ in Millions | Jun. 01, 2021 | Feb. 18, 2021 | Jun. 30, 2021 |
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items] | |||
Acquisition date | Feb. 18, 2021 | ||
PIPE Subscription Agreements | |||
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items] | |||
Closing of business combination share consideration | 8,400,000 | ||
Business combination, share price per share | $ 12.50 | ||
Business combination, purchase price | $ 200 | ||
mGage | |||
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items] | |||
Acquisition date | Feb. 18, 2021 | Feb. 18, 2021 | |
Total purchase price consideration | $ 218 | $ 218 | |
Cash consideration | $ 198.6 | $ 199.2 | $ 199.2 |
Closing of business combination share consideration | 1,600,000 | 1,600,000 | |
Business combination, share price per share | $ 11.77 | ||
Business combination, purchase price | $ 18.8 | ||
mGage | PIPE Subscription Agreements | |||
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items] | |||
Closing of business combination share consideration | 8,400,000 | ||
Business combination, share price per share | $ 12.50 | ||
Business combination, purchase price | $ 200 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies - Additional Information (Details) | Feb. 18, 2021USD ($)$ / sharesshares | Nov. 25, 2019USD ($) | Jun. 30, 2021USD ($)Customer | Jun. 30, 2020USD ($)Customer | Jun. 30, 2021USD ($)Customer | Jun. 30, 2020USD ($)Customer | Dec. 31, 2020USD ($)Customer |
Schedule Of Significant Accounting Policies [Line Items] | |||||||
Total current assets | $ 209,865,000 | $ 209,865,000 | $ 85,045,000 | ||||
Total current liabilities | 103,097,000 | 103,097,000 | $ 88,768,000 | ||||
Net assets current | 106,800,000 | 106,800,000 | |||||
Business combination transaction related costs | $ 13,100,000 | 405,000 | |||||
Business combination, deferred consideration | 15,000,000 | ||||||
Obligations net under shares purchase forward agreements entered by former entity | 13,200,000 | ||||||
Business combination, notes payable acquired | $ 3,600,000 | ||||||
Acquisition date | Feb. 18, 2021 | ||||||
Revenue | $ 53,992,000 | $ 31,199,000 | $ 93,706,000 | $ 64,832,000 | |||
Customer Concentration Risk | Revenue | |||||||
Schedule Of Significant Accounting Policies [Line Items] | |||||||
Concentration risk percentage | 10.00% | 10.00% | 10.00% | 10.00% | |||
Number of customers | Customer | 0 | 1 | 0 | 0 | |||
Customer Concentration Risk | Trade Receivables | |||||||
Schedule Of Significant Accounting Policies [Line Items] | |||||||
Concentration risk percentage | 10.00% | 10.00% | |||||
Number of customers | Customer | 1 | 1 | |||||
Customer 1 | Customer Concentration Risk | Revenue | |||||||
Schedule Of Significant Accounting Policies [Line Items] | |||||||
Revenue | $ 3,700,000 | ||||||
Customer 1 | Customer Concentration Risk | Trade Receivables | |||||||
Schedule Of Significant Accounting Policies [Line Items] | |||||||
Revenue | $ 7,900,000 | $ 4,500,000 | |||||
PIPE Subscription Agreements | |||||||
Schedule Of Significant Accounting Policies [Line Items] | |||||||
Business combination, purchase price | $ 200,000,000 | ||||||
Closing of business combination share consideration | shares | 8,400,000 | ||||||
Business combination, share price per share | $ / shares | $ 12.50 | ||||||
PIPE Subscription Agreements | Private Placements | |||||||
Schedule Of Significant Accounting Policies [Line Items] | |||||||
Business combination, purchase price | $ 105,000,000 |
Business Combination - Addition
Business Combination - Additional Information (Details) - USD ($) | Jun. 01, 2021 | Feb. 18, 2021 | Nov. 25, 2019 | Jun. 01, 2021 | Jun. 30, 2021 | Jun. 30, 2020 | Jun. 01, 2021 | Jun. 30, 2021 | Jun. 30, 2020 |
Business Acquisition [Line Items] | |||||||||
Acquisition date | Feb. 18, 2021 | ||||||||
Business combination transaction related costs | $ 13,100,000 | $ 405,000 | |||||||
Net Income (loss) | $ (4,487,000) | $ (8,128,000) | (14,845,000) | $ (16,951,000) | |||||
Amortization of intangible assets | 1,800,000 | 406,000 | $ 2,200,000 | 828,000 | |||||
PIPE Subscription Agreements | |||||||||
Business Acquisition [Line Items] | |||||||||
Business combination, share price per share | 8,400,000 | ||||||||
Closing price of common stock in the date of issuance | $ 12.50 | ||||||||
Closing price of common stock in the date of issuance | $ 200,000,000 | ||||||||
mGage | |||||||||
Business Acquisition [Line Items] | |||||||||
Acquisition date | Feb. 18, 2021 | Feb. 18, 2021 | |||||||
Cash consideration | $ 198,600,000 | $ 199,200,000 | $ 199,200,000 | ||||||
Business combination, share price per share | 1,600,000 | 1,600,000 | |||||||
Closing price of common stock in the date of issuance | $ 11.77 | $ 11.77 | $ 11.77 | ||||||
Closing price of common stock in the date of issuance | $ 18,800,000 | $ 18,800,000 | $ 18,800,000 | ||||||
Total purchase price consideration | $ 218,000,000 | $ 218,000,000 | 218,000,000 | 218,000,000 | |||||
Consolidated revenue | 10,200,000 | ||||||||
Net Income (loss) | 934,000 | ||||||||
mGage | Pro-forma | |||||||||
Business Acquisition [Line Items] | |||||||||
Consolidated revenue | 32,700,000 | 34,600,000 | 64,600,000 | 69,700,000 | |||||
Net Income (loss) | 241,000 | 2,600,000 | (2,200,000) | 2,700,000 | |||||
Amortization of intangible assets | 2,000,000 | 3,000,000 | 5,000,000 | 6,100,000 | |||||
Amortization of intangible assets, net of related tax effect | $ 1,900,000 | 1,100,000 | $ 748,000 | 2,200,000 | |||||
Financial expenses | $ 1,900,000 | $ 3,800,000 | 4,900,000 | $ 7,400,000 | |||||
mGage | General and Administrative Expenses | |||||||||
Business Acquisition [Line Items] | |||||||||
Business combination transaction related costs | $ 5,500,000 | ||||||||
mGage | PIPE Subscription Agreements | |||||||||
Business Acquisition [Line Items] | |||||||||
Business combination, share price per share | 8,400,000 | ||||||||
Closing price of common stock in the date of issuance | $ 12.50 | ||||||||
Closing price of common stock in the date of issuance | $ 200,000,000 |
Business Combination - Summary
Business Combination - Summary of Fair Value Amount Recognized for Assets Acquired and Liabilities Assumed (Details) - USD ($) $ in Thousands | Jun. 30, 2021 | Feb. 18, 2021 | Dec. 31, 2020 | Nov. 25, 2019 |
Business Acquisition [Line Items] | ||||
Goodwill | $ 96,788 | $ 16,657 | ||
Business combination, deferred consideration | $ 15,000 | |||
mGage | ||||
Business Acquisition [Line Items] | ||||
Customer relationships | $ 78,100 | |||
Developed technology | 37,100 | |||
Trade names | 13,000 | |||
Deferred tax assets on loss carryforward | 31,489 | |||
Goodwill | 80,336 | |||
Accounts receivable and other current assets | 29,995 | |||
Property and equipment | 8,450 | |||
Cash and cash equivalents | 2,856 | |||
Total assets acquired | 281,326 | |||
Business combination, deferred consideration | 40,704 | |||
Accounts payable and other current liabilities | 22,591 | |||
Total liabilities assumed | 63,295 | |||
Net assets acquired | $ 218,031 |
Business Combination - Summar_2
Business Combination - Summary of Fair Value Amount Recognized for Assets Acquired and Liabilities Assumed (Parenthetical) (Details) - mGage | Feb. 18, 2021 |
Customer Relationships | Minimum | |
Business Acquisition [Line Items] | |
Estimated useful life | 7 years |
Customer Relationships | Maximum | |
Business Acquisition [Line Items] | |
Estimated useful life | 9 years |
Developed Technology | |
Business Acquisition [Line Items] | |
Estimated useful life | 6 years |
Trade Names | |
Business Acquisition [Line Items] | |
Estimated useful life | 8 years |
Business Combination - Unaudite
Business Combination - Unaudited Supplemental Pro-forma Information (Details) - mGage - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Business Acquisition [Line Items] | ||||
Revenue | $ 76,552 | $ 65,831 | $ 148,127 | $ 134,576 |
Net loss | $ (5,440) | $ (5,542) | $ (18,257) | $ (14,257) |
Net loss per common share, basic and diluted | $ (0.13) | $ (0.18) | $ (0.45) | $ (0.47) |
Weighted-average shares used in computing net loss per common share, basic and diluted | 41,181,763 | 30,606,816 | 40,773,353 | 30,293,203 |
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, 2021 | Dec. 31, 2020 |
Assets: | ||
Total Assets | $ 6,099 | $ 4,843 |
Liabilities: | ||
Total Liabilities | 1,221 | 592 |
Mutual Fund | ||
Assets: | ||
Total Assets | 591 | 590 |
Interest Rate Swap | ||
Liabilities: | ||
Total Liabilities | 66 | 109 |
Warrant Liability | ||
Liabilities: | ||
Total Liabilities | 1,155 | |
Debt for Forward Share Repurchase Agreement | ||
Liabilities: | ||
Total Liabilities | 483 | |
Certificates of Deposit | ||
Assets: | ||
Total Assets | 5,508 | 4,253 |
Level 1 | ||
Assets: | ||
Total Assets | 591 | 590 |
Level 1 | Mutual Fund | ||
Assets: | ||
Total Assets | 591 | 590 |
Level 2 | ||
Assets: | ||
Total Assets | 5,508 | 4,253 |
Liabilities: | ||
Total Liabilities | 1,221 | 592 |
Level 2 | Interest Rate Swap | ||
Liabilities: | ||
Total Liabilities | 66 | 109 |
Level 2 | Warrant Liability | ||
Liabilities: | ||
Total Liabilities | 1,155 | |
Level 2 | Debt for Forward Share Repurchase Agreement | ||
Liabilities: | ||
Total Liabilities | 483 | |
Level 2 | Certificates of Deposit | ||
Assets: | ||
Total Assets | $ 5,508 | $ 4,253 |
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, 2021 | Dec. 31, 2020 | |
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, 2021 | Dec. 31, 2020 |
Mutual Fund | ||
Schedule Of Available For Sale Securities [Line Items] | ||
Short-term investments, Cost | $ 572 | $ 580 |
Short-term investments, Unrealized Gains | 19 | 10 |
Short-term investments, Fair Value | 591 | 590 |
Certificates of Deposit | ||
Schedule Of Available For Sale Securities [Line Items] | ||
Short-term investments, Cost | 5,508 | 4,253 |
Short-term investments, Fair Value | $ 5,508 | $ 4,253 |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Details) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended |
Jun. 30, 2021 | Jun. 30, 2021 | Dec. 31, 2020 | |
Fair Value Disclosures [Abstract] | |||
Transfers into or out of level 2 or level 3 | $ 0 | $ 0 | $ 0 |
Fair Value Measurements - Sum_4
Fair Value Measurements - Summary of Net Realized and Unrealized (Gains) and Losses Related to Level 3 Liabilities (Details) - Level 3 - Preference Shares $ in Thousands | 6 Months Ended |
Jun. 30, 2020USD ($) | |
Fair Value Liabilities Measured On Recurring Basis Unobservable Input Reconciliation [Line Items] | |
Net Realized and Unrealized Gains (Losses) Included in Income | $ (2,486) |
Research and Development | |
Fair Value Liabilities Measured On Recurring Basis Unobservable Input Reconciliation [Line Items] | |
Net Realized and Unrealized Gains (Losses) Included in Income | (941) |
Sales and Marketing | |
Fair Value Liabilities Measured On Recurring Basis Unobservable Input Reconciliation [Line Items] | |
Net Realized and Unrealized Gains (Losses) Included in Income | (372) |
General and Administrative Expenses | |
Fair Value Liabilities Measured On Recurring Basis Unobservable Input Reconciliation [Line Items] | |
Net Realized and Unrealized Gains (Losses) Included in Income | (756) |
Financial Income (Expense), Net | |
Fair Value Liabilities Measured On Recurring Basis Unobservable Input Reconciliation [Line Items] | |
Net Realized and Unrealized Gains (Losses) Included in Income | $ (417) |
Derivative Financial Instrume_3
Derivative Financial Instruments - Additional Information (Details) € in Millions, $ in Millions | Jun. 30, 2021USD ($) | Jun. 30, 2021EUR (€) | Dec. 31, 2020USD ($) | Dec. 31, 2020EUR (€) |
Interest Rate Swap | Not Designated as Hedging Instruments | ||||
Derivative Instruments Gain Loss [Line Items] | ||||
Derivative, notional amount | $ 9.1 | € 7.7 | $ 11.6 | € 9.5 |
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, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Derivative Instruments Gain Loss [Line Items] | ||||
Total | $ 28 | $ (51) | $ 41 | $ (44) |
Interest Rate Swap | Financial Income (Expense), Net | ||||
Derivative Instruments Gain Loss [Line Items] | ||||
Gain loss on interest rate derivative instruments | $ 28 | $ (51) | $ 41 | $ (44) |
Derivative Financial Instrume_5
Derivative Financial Instruments - Schedule of Fair Value Derivative Contracts Reported in Condensed Consolidated Balance Sheet (Details) - Not Designated as Hedging Instruments - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 |
Derivative Instruments Gain Loss [Line Items] | ||
Derivative, total | $ 66 | $ 109 |
Interest Rate Swap | Other Long Term Liabilities | ||
Derivative Instruments Gain Loss [Line Items] | ||
Derivative on interest rate | $ 66 | $ 109 |
Goodwill and Intangible Asset_3
Goodwill and Intangible Assets, Net- Summary of Goodwill (Details) $ in Thousands | 6 Months Ended |
Jun. 30, 2021USD ($) | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Balance as of December 31, 2020 | $ 16,657 |
Goodwill additions related to 2021 acquisition | 80,336 |
Effect of exchange rate | (205) |
Balance as of June 30, 2021 | $ 96,788 |
Goodwill and Intangible Asset_4
Goodwill and Intangible Assets, Net- Summary of Intangible Assets (Details) - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 |
Acquired Finite Lived Intangible Assets [Line Items] | ||
Gross | $ 139,868 | $ 11,797 |
Accumulated Amortization | 6,343 | 4,223 |
Net | 133,525 | 7,574 |
Developed Technology | ||
Acquired Finite Lived Intangible Assets [Line Items] | ||
Gross | 39,819 | 2,742 |
Accumulated Amortization | 2,389 | 1,576 |
Net | 37,430 | 1,166 |
Customer Relationships | ||
Acquired Finite Lived Intangible Assets [Line Items] | ||
Gross | 86,920 | 8,925 |
Accumulated Amortization | 3,764 | 2,598 |
Net | 83,156 | 6,327 |
Trade Names | ||
Acquired Finite Lived Intangible Assets [Line Items] | ||
Gross | 13,000 | |
Accumulated Amortization | 135 | |
Net | 12,865 | |
Patent | ||
Acquired Finite Lived Intangible Assets [Line Items] | ||
Gross | 129 | 130 |
Accumulated Amortization | 55 | 49 |
Net | $ 74 | $ 81 |
Goodwill and Intangible Asset_5
Goodwill and Intangible Assets, Net - Additional Information (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Goodwill And Intangible Assets Disclosure [Abstract] | ||||
Amortization expense | $ 1,800,000 | $ 406,000 | $ 2,200,000 | $ 828,000 |
Goodwill and Intangible Asset_6
Goodwill and Intangible Assets, Net - Summary of Estimated Future Amortization Expense (Details) - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 |
Goodwill And Intangible Assets Disclosure [Abstract] | ||
2021 (remaining six months) | $ 8,900 | |
2022 | 17,745 | |
2023 | 17,643 | |
2024 | 17,442 | |
2025 | 17,227 | |
2026 and thereafter | 54,568 | |
Net | $ 133,525 | $ 7,574 |
Other Assets - Schedule of Othe
Other Assets - Schedule of Other Current Assets (Details) - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 |
Other Assets [Abstract] | ||
VAT receivables | $ 875 | $ 1,347 |
Receivables from suppliers | 1,282 | 542 |
Credit for tax other than income tax | 886 | 119 |
Income tax receivables | 96 | 69 |
Other receivables | 529 | 57 |
Total other current assets | $ 3,668 | $ 2,134 |
Other Assets - Schedule of Ot_2
Other Assets - Schedule of Other Long-Term Assets (Details) - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 |
Other Assets [Abstract] | ||
Non-current income tax credit (advances and tax reduced at sources) | $ 53 | $ 1,509 |
Miscellaneous | 260 | 288 |
Total other long-term assets | $ 313 | $ 1,797 |
Bank and Other Borrowings - Add
Bank and Other Borrowings - Additional Information (Details) | Aug. 03, 2021 | Apr. 15, 2021USD ($) | Jun. 30, 2021USD ($) | Jun. 30, 2020USD ($) | Jun. 30, 2021USD ($) | Jun. 30, 2020USD ($) | Apr. 15, 2021EUR (€) | Dec. 31, 2020USD ($) |
Bank and Other Borrowings [Line Items] | ||||||||
Line of credit facility, maximum borrowing capacity | $ 7,500,000 | $ 7,500,000 | $ 7,700,000 | |||||
Line of credit facility, used | $ 5,300,000 | $ 5,300,000 | $ 5,300,000 | |||||
Weighted average interest rate | 1.22% | 1.22% | ||||||
Interest expense | $ 180,000 | $ 199,000 | $ 370,000 | $ 417,000 | ||||
Minimum | ||||||||
Bank and Other Borrowings [Line Items] | ||||||||
Interest variable rates | 0.60% | |||||||
Maximum | ||||||||
Bank and Other Borrowings [Line Items] | ||||||||
Interest variable rates | 7.60% | |||||||
Kaleyra Incorporation | Unsecured Loan Agreement | Intesa San Paolo S.p.A. | ||||||||
Bank and Other Borrowings [Line Items] | ||||||||
Percentage of incremental interest rate on future payments of interest | 0.50% | |||||||
Debt instrument subject to early reimbursement | $ 0 | |||||||
Kaleyra Incorporation | Unsecured Loan Agreement | Intesa San Paolo S.p.A. | Subsequent Event | ||||||||
Bank and Other Borrowings [Line Items] | ||||||||
Percentage of incremental interest rate on future payments of interest | 0.50% | |||||||
Kaleyra Incorporation | New General Unsecured Loan Agreement | ||||||||
Bank and Other Borrowings [Line Items] | ||||||||
Debt instrument term | 6 years | |||||||
Debt instrument, payment terms | The loan will have a duration of six (6) years starting from the date of disbursement and will have to be repaid in half-yearly installments starting after a two-year pre-amortization period. | |||||||
Kaleyra Incorporation | 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 | ||||||
Kaleyra Incorporation | New General Unsecured Loan Agreement | Fund for Integrated Promotion | ||||||||
Bank and Other Borrowings [Line Items] | ||||||||
Debt instrument face amount | 505,000 | 422,000 | ||||||
Kaleyra Incorporation | New General Unsecured Loan Agreement | Fund 394/81 | ||||||||
Bank and Other Borrowings [Line Items] | ||||||||
Debt instrument face amount | $ 3,100,000 | € 2,600,000 | ||||||
Debt instrument, subsidized interest rate | 0.055% | 0.055% | ||||||
Debt instrument, reference interest rate | 0.55% | 0.55% |
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, 2021 | Dec. 31, 2020 | |
Bank and Other Borrowings [Line Items] | ||
Total Financial Liabilities | $ 38,059 | $ 42,772 |
Less: current portion | 9,448 | 10,798 |
Total long-term portion | 28,611 | 31,974 |
Unicredit S.p.A. (Line A Tranche (1) | ||
Bank and Other Borrowings [Line Items] | ||
Total Financial Liabilities | $ 2,787 | $ 3,235 |
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 | $ 133 | $ 153 |
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 | $ 2,691 | $ 3,030 |
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 | $ 2,182 | $ 2,521 |
Maturity | 2023-08 | |
Contractual Interest Rate | Euribor 3 months + 3.90% | |
Contractual Interest Rate, Percentage | 3.90% | |
Interest Nominal Rate | 3.36% | 3.36% |
Intesa Sanpaolo S.p.A. (Line 1) | ||
Bank and Other Borrowings [Line Items] | ||
Total Financial Liabilities | $ 603 | $ 931 |
Maturity | 2022-04 | |
Contractual Interest Rate | Euribor 3 months + 1.80% | |
Contractual Interest Rate, Percentage | 1.80% | |
Interest Nominal Rate | 1.26% | 1.26% |
Intesa Sanpaolo S.p.A. (Line 2) | ||
Bank and Other Borrowings [Line Items] | ||
Total Financial Liabilities | $ 3,587 | $ 4,292 |
Maturity | 2024-04 | |
Contractual Interest Rate | Euribor 3 months + 2.60% | |
Contractual Interest Rate, Percentage | 2.60% | |
Interest Nominal Rate | 2.06% | 2.06% |
Intesa Sanpaolo S.p.A. (Line 3) | ||
Bank and Other Borrowings [Line Items] | ||
Total Financial Liabilities | $ 9,384 | $ 9,688 |
Maturity | 2026-06 | |
Contractual Interest Rate | Euribor 3 months + 1.65% | |
Contractual Interest Rate, Percentage | 1.65% | |
Interest Nominal Rate | 1.11% | 1.11% |
Intesa Sanpaolo S.p.A. (Line 4) | ||
Bank and Other Borrowings [Line Items] | ||
Total Financial Liabilities | $ 6,523 | $ 6,734 |
Maturity | 2026-07 | |
Contractual Interest Rate | Euribor 3 months + 1.70% | |
Contractual Interest Rate, Percentage | 1.70% | |
Interest Nominal Rate | 1.16% | 1.16% |
UBI Banca S.p.A. (Line 1) | ||
Bank and Other Borrowings [Line Items] | ||
Total Financial Liabilities | $ 51 | $ 209 |
Maturity | 2021-08 | |
Contractual Interest Rate | Euribor 3 months + 1.25% | |
Contractual Interest Rate, Percentage | 1.25% | |
Interest Nominal Rate | 1.25% | 1.25% |
UBI Banca S.p.A. (Line 2) | ||
Bank and Other Borrowings [Line Items] | ||
Total Financial Liabilities | $ 401 | $ 1,031 |
Maturity | 2021-10 | |
Contractual Interest Rate | Euribor 3 months +1.95% | |
Contractual Interest Rate, Percentage | 1.95% | |
Interest Nominal Rate | 1.41% | 1.41% |
Monte dei Paschi di Siena S.p.A. (Line 1) | ||
Bank and Other Borrowings [Line Items] | ||
Total Financial Liabilities | $ 199 | $ 328 |
Maturity | 2022-04 | |
Contractual Interest Rate, Percentage | 0.95% | |
Interest Nominal Rate | 0.95% | 0.95% |
Monte dei Paschi di Siena S.p.A. (Line 2) | ||
Bank and Other Borrowings [Line Items] | ||
Total Financial Liabilities | $ 1,579 | $ 2,037 |
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 | $ 824 | $ 1,056 |
Maturity | 2023-06 | |
Contractual Interest Rate | Euribor 3 months + 2.00% | |
Contractual Interest Rate, Percentage | 2.00% | |
Interest Nominal Rate | 2.00% | 2.00% |
Banco BPM S.p.A. (Line 3) | ||
Bank and Other Borrowings [Line Items] | ||
Total Financial Liabilities | $ 6,169 | $ 6,355 |
Maturity | 2024-09 | |
Contractual Interest Rate | Euribor 3 months + 3.00% | |
Contractual Interest Rate, Percentage | 3.00% | |
Interest Nominal Rate | 2.46% | 2.46% |
Simest 1 | ||
Bank and Other Borrowings [Line Items] | ||
Total Financial Liabilities | $ 248 | $ 307 |
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 | $ 246 | $ 305 |
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 | $ 452 | $ 560 |
Maturity | 2023-12 | |
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) $ in Thousands | Jun. 30, 2021USD ($) |
Bank And Other Borrowings [Abstract] | |
2021 (remaining six months) | $ 4,337 |
2022 | 10,957 |
2023 | 10,672 |
2024 | 6,240 |
2025 | 3,673 |
2026 and thereafter | 2,180 |
Total | $ 38,059 |
Debt for Forward Share Purcha_2
Debt for Forward Share Purchase Agreements - Additional Information (Details) - USD ($) | Mar. 29, 2021 | Feb. 25, 2021 | Mar. 02, 2021 | Dec. 31, 2020 | Jun. 30, 2021 | Mar. 31, 2021 |
Debt Instrument [Line Items] | ||||||
Business combination, obligation | $ 127,000 | |||||
Forward Share Purchase Agreement | ||||||
Debt Instrument [Line Items] | ||||||
Debt Instrument, carrying amount | $ 0 | |||||
Forward Share Purchase Agreement | Nomura Global Financial Products | Kaleyra Incorporation | ||||||
Debt Instrument [Line Items] | ||||||
Cash consideration | $ 17,000,000 | |||||
Business combination contingent consideration liability except accrued interest payable | $ 0 | |||||
Forward Share Purchase Agreement | Open Market | ||||||
Debt Instrument [Line Items] | ||||||
Business combination, shares acquired | 43,930 | |||||
Forward Share Purchase Agreement | Open Market | Third Yakira Amendment | ||||||
Debt Instrument [Line Items] | ||||||
Business combination, shares acquired | 219 | 219 | ||||
Business combination, obligation | $ 0 | |||||
Forward Share Purchase Agreement | Open Market | Third Yakira Amendment | Minimum | ||||||
Debt Instrument [Line Items] | ||||||
Closing price of common stock in the date of issuance | $ 11 |
Notes Payable - Additional Info
Notes Payable - Additional Information (Details) | Jun. 02, 2021USD ($) | Feb. 04, 2021USD ($)shares | May 01, 2020USD ($)shares | Apr. 16, 2020USD ($)d$ / shares | Nov. 25, 2019USD ($) | Jun. 30, 2021USD ($)$ / sharesshares | Jun. 01, 2021USD ($) | Dec. 31, 2020USD ($)shares |
Debt Instrument [Line Items] | ||||||||
Common stock, shares issued | shares | 44,105,394 | 33,086,745 | ||||||
Business combination transaction related costs | $ 13,100,000 | $ 405,000 | ||||||
Common stock value | 4,000 | $ 3,000 | ||||||
Warrants issued | shares | 0 | |||||||
Long-term portion of notes payable | 189,238,000 | 2,700,000 | ||||||
Cowen Investments and Chardan | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt instrument face amount | $ 2,700,000 | |||||||
Aggregate settlement of investment shares | shares | 440,595 | |||||||
Cowen Investments | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt instrument face amount | $ 2,300,000 | 2,300,000 | ||||||
Aggregate settlement of investment shares | shares | 374,506 | |||||||
Conversion of common stock shares | shares | 303,171 | 303,171 | ||||||
Business combination contingent consideration liability except accrued interest payable | $ 0 | |||||||
Conversion of Note, shares | shares | 303,171 | 303,171 | ||||||
Cowen Investments | Other Current Liabilities | ||||||||
Debt Instrument [Line Items] | ||||||||
Accrued interest | 63,000 | |||||||
Chardan | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt instrument face amount | $ 405,000 | 405,000 | 405,000 | |||||
Aggregate settlement of investment shares | shares | 66,089 | |||||||
Loss on settlement | $ (200,000) | |||||||
Conversion of common stock shares | shares | 53,501 | |||||||
Conversion of Note, shares | shares | 53,501 | |||||||
Chardan | Other Current Liabilities | ||||||||
Debt Instrument [Line Items] | ||||||||
Accrued interest | 24,000 | $ 14,000 | ||||||
Cowen and Company, LLC and Chardan Capital markets, LLC | ||||||||
Debt Instrument [Line Items] | ||||||||
Business combination transaction related costs | $ 5,400,000 | |||||||
Resale Registration Statement | Cowen and Company, LLC and Chardan Capital markets, LLC | ||||||||
Debt Instrument [Line Items] | ||||||||
Common stock value | $ 2,700,000 | |||||||
Warrants exercise price | $ / shares | $ 0.01 | |||||||
Beneficial ownership limitation percentage | 4.99% | |||||||
Settlement shares, threshold percentage | 15.00% | |||||||
Settlement shares, trailing days | d | 10 | |||||||
Non-convertible Notes | ||||||||
Debt Instrument [Line Items] | ||||||||
Notes payable | 0 | |||||||
Convertible Notes | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt instrument face amount | $ 200,000,000 | |||||||
Debt instrument, accrued interest | $ 973,000 | |||||||
Debt instrument term | 5 years | |||||||
Interest rate | 6.125% | |||||||
Conversion of common stock shares | shares | 11,851,852 | |||||||
Debt issuance costs, | $ 11,400,000 | |||||||
Interest Nominal Rate | 6.125% | |||||||
Debt instrument, frequency of fee | semi-annually | |||||||
Debt instrument, commencement date | Dec. 1, 2021 | |||||||
Conversion of Note, shares | shares | 11,851,852 | |||||||
Debt instrument, convertible price per share | $ / shares | $ 16.875 | |||||||
Debt instrument interest rate terms | i) the first 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 150% 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 and (ii) the second anniversary of the issuance of the Merger Convertible Notes, subject to a holder’s prior right to convert, if the last reported sale price of the Parent Common Stock exceeds 130% of the conversion price for at least 20 trading days during the period of 30 consecutive trading days ending on, and including, the last trading day of the immediately preceding calendar quarter. | |||||||
Derivative liabilities | $ 0 | |||||||
Outstanding amount of convertible notes | 188,800,000 | |||||||
Amortization of issuance costs | $ 196,000 | |||||||
Convertible Notes | First Anniversary | ||||||||
Debt Instrument [Line Items] | ||||||||
Convertible notes, threshold percentage | 150.00% | |||||||
Convertible Notes | Second Anniversary | ||||||||
Debt Instrument [Line Items] | ||||||||
Convertible notes, threshold percentage | 130.00% | |||||||
Convertible Notes | Resale Registration Statement | Cowen and Company, LLC and Chardan Capital markets, LLC | ||||||||
Debt Instrument [Line Items] | ||||||||
Convertible notes | $ 2,700,000 | |||||||
Debt instrument term | 3 years | |||||||
Repaid earlier interest rate issuance term | 1 year | |||||||
Repaid after interest rate issuance term | 2 years | |||||||
Interest rate | 5.00% | |||||||
Convertible notes, threshold percentage | 5.00% | |||||||
Convertible notes, trailing days | d | 10 | |||||||
Interest Nominal Rate | 5.00% | |||||||
Convertible Notes | ||||||||
Debt Instrument [Line Items] | ||||||||
Outstanding principal balance | 50.00% | |||||||
Proceeds of equity financing in an aggregate gross amount | $ 105,000,000 | |||||||
Common stock, shares issued | shares | 8,400,000 | |||||||
Common stock issued per share | $ / shares | $ 12.50 | |||||||
Esse Effe S.p.A | ||||||||
Debt Instrument [Line Items] | ||||||||
Cash consideration | 6,000,000 | |||||||
Debt instrument face amount | $ 3,800,000 | |||||||
Debt instrument, accrued interest | 84,000,000 | |||||||
Esse Effe S.p.A | Convertible Notes | ||||||||
Debt Instrument [Line Items] | ||||||||
Business combination convertible notes | $ 0 | |||||||
Esse Effe S.p.A | Convertible Notes | ||||||||
Debt Instrument [Line Items] | ||||||||
Notes payable | 3,000,000 | |||||||
Accrued interest | 176,000 | |||||||
Maya | ||||||||
Debt Instrument [Line Items] | ||||||||
Cash consideration | $ 1,500,000 | |||||||
Maya | Convertible Notes | ||||||||
Debt Instrument [Line Items] | ||||||||
Business combination convertible notes | 0 | |||||||
Maya | Convertible Notes | ||||||||
Debt Instrument [Line Items] | ||||||||
Notes payable | 750,000 | |||||||
Accrued interest | 44,000 | |||||||
Debt instrument face amount | 3,800,000 | |||||||
Debt instrument, accrued interest | $ 84,000,000 | |||||||
Wilmington Trust National Association | Convertible Notes | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt issuance costs, | $ 200,000,000 |
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 | |||
Jun. 30, 2021 | Mar. 31, 2021 | Jun. 30, 2020 | Mar. 31, 2020 | |
Accumulated Other Comprehensive Income Loss [Line Items] | ||||
Other comprehensive income (loss), net of tax | $ (579) | $ 1,101 | $ (691) | $ (498) |
Cumulative Foreign Currency Translation Adjustment | ||||
Accumulated Other Comprehensive Income Loss [Line Items] | ||||
Beginning balance | (1,731) | (2,836) | (424) | 78 |
Other comprehensive income (loss), net of tax | (602) | 1,105 | (691) | (502) |
Ending balance | (2,333) | (1,731) | (1,115) | (424) |
Cumulative Net Unrealized Gain (Loss) on Marketable Securities, Net of Tax | ||||
Accumulated Other Comprehensive Income Loss [Line Items] | ||||
Beginning balance | 6 | 10 | (4) | |
Other comprehensive income (loss), net of tax | 23 | (4) | 4 | |
Ending balance | 29 | 6 | ||
AOCI Including Portion Attributable to Noncontrolling Interest | ||||
Accumulated Other Comprehensive Income Loss [Line Items] | ||||
Beginning balance | (1,725) | (2,826) | (424) | 74 |
Ending balance | $ (2,304) | $ (1,725) | $ (1,115) | $ (424) |
Preference Shares Liabilities -
Preference Shares Liabilities - Additional Information (Details) | Aug. 31, 2020USD ($)Installment | Mar. 09, 2020 | Jun. 30, 2021USD ($) | Dec. 31, 2020USD ($) | Nov. 30, 2020USD ($) |
Solutions Infini Purchase Agreement | |||||
Preference Shares Liabilities [Line Items] | |||||
Preference share liabilities | $ 0 | $ 0 | |||
Modification of 2018 Solutions Infini Purchase Agreement | Solutions Infini | |||||
Preference Shares Liabilities [Line Items] | |||||
Performance bonuses to be paid date, year | 2020 | ||||
Modification of 2018 Solutions Infini Purchase Agreement | Preferred Stock | Solutions Infini | |||||
Preference Shares Liabilities [Line Items] | |||||
Preference shares, performance bonuses | $ 1,400,000 | 0 | $ 883,000 | ||
Number of installments | Installment | 2 | ||||
Payment of bonus compensation | $ 1,200,000 | ||||
Modification of 2018 Solutions Infini Purchase Agreement | COVID-19 | Preferred Stock | Solutions Infini | |||||
Preference Shares Liabilities [Line Items] | |||||
Preference shares, performance bonuses | $ 3,500,000 |
Other Current and Long-Term L_3
Other Current and Long-Term Liabilities - Other Current Liabilities (Details) - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 |
Other Liabilities Current [Abstract] | ||
Liabilities for tax other than income tax | $ 448 | $ 2,942 |
Social security liabilities | 368 | 383 |
Current tax liabilities | 894 | 434 |
Accrued financial interest | 147 | 1,066 |
Capital leases | 110 | 138 |
Accrued contractual interests | 973 | |
Other miscellaneous | 3,707 | 1,025 |
Total other current liabilities | $ 6,647 | $ 5,988 |
Other Current and Long-Term L_4
Other Current and Long-Term Liabilities - Other Long-Term Liabilities (Details) - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 |
Other Liabilities Noncurrent [Line Items] | ||
Warrant liability | $ 1,155 | |
Capital leases | 162 | $ 208 |
Other miscellaneous | 284 | 286 |
Total other long-term liabilities | 1,667 | 603 |
Interest Rate Swap | ||
Other Liabilities Noncurrent [Line Items] | ||
Interest rate swaps | $ 66 | $ 109 |
Geographic Information - Summar
Geographic Information - Summary of Revenue by Geographic Area (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Segment Reporting Information [Line Items] | ||||
Revenue | $ 53,992 | $ 31,199 | $ 93,706 | $ 64,832 |
Italy | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | $ 19,164 | $ 13,547 | $ 35,251 | $ 28,155 |
Italy | Geographic Concentration Risk | Revenue | ||||
Segment Reporting Information [Line Items] | ||||
Concentration risk percentage | 35.50% | 43.40% | 37.60% | 43.40% |
India | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | $ 13,595 | $ 6,224 | $ 25,313 | $ 15,117 |
India | Geographic Concentration Risk | Revenue | ||||
Segment Reporting Information [Line Items] | ||||
Concentration risk percentage | 25.20% | 19.90% | 27.00% | 23.40% |
United States | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | $ 10,971 | $ 6,353 | $ 16,092 | $ 10,642 |
United States | Geographic Concentration Risk | Revenue | ||||
Segment Reporting Information [Line Items] | ||||
Concentration risk percentage | 20.30% | 20.40% | 17.20% | 16.40% |
Europe (excluding Italy) | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | $ 1,839 | $ 2,574 | $ 3,257 | $ 5,147 |
Europe (excluding Italy) | Geographic Concentration Risk | Revenue | ||||
Segment Reporting Information [Line Items] | ||||
Concentration risk percentage | 3.40% | 8.30% | 3.50% | 7.90% |
South America | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | $ 2,452 | $ 2,452 | ||
South America | Geographic Concentration Risk | Revenue | ||||
Segment Reporting Information [Line Items] | ||||
Concentration risk percentage | 4.50% | 0.00% | 2.60% | 0.00% |
Rest of the World | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | $ 5,971 | $ 2,501 | $ 11,341 | $ 5,771 |
Rest of the World | Geographic Concentration Risk | Revenue | ||||
Segment Reporting Information [Line Items] | ||||
Concentration risk percentage | 11.10% | 8.00% | 12.10% | 8.90% |
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, 2021 | Dec. 31, 2020 | |
Segment Reporting Information [Line Items] | ||
Long-lived assets | $ 15,939 | $ 6,726 |
Italy | ||
Segment Reporting Information [Line Items] | ||
Long-lived assets | $ 3,486 | $ 2,827 |
Italy | Geographic Concentration Risk | Long-Lived Assets | ||
Segment Reporting Information [Line Items] | ||
Long-lived assets, Percentage | 21.90% | 42.00% |
India | ||
Segment Reporting Information [Line Items] | ||
Long-lived assets | $ 2,512 | $ 1,667 |
India | Geographic Concentration Risk | Long-Lived Assets | ||
Segment Reporting Information [Line Items] | ||
Long-lived assets, Percentage | 15.70% | 24.80% |
United States | ||
Segment Reporting Information [Line Items] | ||
Long-lived assets | $ 9,134 | $ 2,225 |
United States | Geographic Concentration Risk | Long-Lived Assets | ||
Segment Reporting Information [Line Items] | ||
Long-lived assets, Percentage | 57.30% | 33.10% |
Rest of the World | ||
Segment Reporting Information [Line Items] | ||
Long-lived assets | $ 807 | $ 7 |
Rest of the World | Geographic Concentration Risk | Long-Lived Assets | ||
Segment Reporting Information [Line Items] | ||
Long-lived assets, Percentage | 5.10% | 0.10% |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Details) - USD ($) | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2021 | Mar. 31, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Other Commitments [Line Items] | |||||
Operating lease, rent expense | $ 249,000 | $ 206,000 | $ 441,000 | $ 441,000 | |
Amount of contingent liabilities payable | $ 127,000 | ||||
Provision for contingent liabilities | $ 0 | ||||
Milan office | |||||
Other Commitments [Line Items] | |||||
Operating lease, option to renew | true | ||||
Operating lease, renewal term | 6 years | 6 years |
Commitments and Contingencies_2
Commitments and Contingencies - Schedule of Future Minimum Lease Payments under Leasing Obligations (Details) $ in Thousands | Jun. 30, 2021USD ($) |
Operating Lease Liabilities Payments Due [Abstract] | |
Operating leases, 2021 (remaining six months) | $ 720 |
Operating leases, 2022 | 1,296 |
Operating leases, 2023 | 669 |
Operating leases, 2024 | 560 |
Operating leases, 2025 | 365 |
Operating leases, 2026 and thereafter | 132 |
Total minimum lease payments | 3,742 |
Capital leases, 2021 (remaining six months) | 73 |
Capital leases, 2022 | 76 |
Capital leases, 2023 | 62 |
Capital leases, 2024 | 62 |
Capital leases, 2025 | 18 |
Total minimum capital lease payments | 291 |
2021 (remaining six months) | 793 |
2022 | 1,372 |
2023 | 731 |
2024 | 622 |
2025 | 383 |
2026 and thereafter | 132 |
Total minimum lease payments | $ 4,033 |
Commitments and Contingencies_3
Commitments and Contingencies - Schedule of Future Minimum Lease Payments under Capital Leases (Details) - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 |
Operating Lease Liabilities Payments Due [Abstract] | ||
Total payments | $ 291 | |
Less: interest portion | 19 | |
Net capital lease obligation | 272 | |
Less: current portion | 110 | $ 138 |
Long term portion | $ 162 | $ 208 |
Restricted Stock Units - Summar
Restricted Stock Units - Summary of Outstanding RSUs (Details) - Restricted Stock Units (RSUs) | 6 Months Ended |
Jun. 30, 2021$ / sharesshares | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Number of shares, Non-vested as of December 31, 2020 | shares | 3,331,037 |
Number of shares, Shares vested | shares | (935,115) |
Number of shares, Shares granted | shares | 1,094,150 |
Number of shares, Shares cancelled | shares | (23,463) |
Number of shares, Non-vested as of June 30, 2021 | shares | 3,466,609 |
Weighted-average grant date fair value (per share), Non-vested as of December 31, 2020 | $ / shares | $ 7.48 |
Weighted-average grant date fair value (per share), Vested | $ / shares | 8.67 |
Weighted-average grant date fair value (per share), Granted | $ / shares | 15.57 |
Weighted-average grant date fair value (per share), Cancelled | $ / shares | 9.84 |
Weighted-average grant date fair value (per share), Non-vested as of June 30, 2021 | $ / shares | $ 9.70 |
Restricted Stock Units - Additi
Restricted Stock Units - Additional Information (Details) - Restricted Stock Units (RSUs) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Compensation expense | $ 4,710 | $ 4,630 | $ 9,270 | $ 10,834 |
Unrecognized compensation cost | $ 20,100 | $ 20,100 | ||
Unrecognized compensation cost weighted-average remaining period | 1 year 6 months 3 days |
Restricted Stock Units - Summ_2
Restricted Stock Units - Summary of RSUs Compensation Expense (Details) - Restricted Stock Units (RSUs) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Total | $ 4,710 | $ 4,630 | $ 9,270 | $ 10,834 |
Research and Development | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Total | 806 | 1,140 | 1,777 | 2,452 |
Sales and Marketing | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Total | 866 | 1,100 | 1,388 | 2,153 |
General and Administrative Expenses | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Total | $ 3,038 | $ 2,390 | $ 6,105 | $ 6,229 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||
Jun. 30, 2021USD ($) | Jun. 30, 2020USD ($) | Jun. 30, 2021USD ($) | Jun. 30, 2020USD ($) | Dec. 31, 2020TaxableYear | Dec. 31, 2019TaxableYear | Dec. 31, 2018TaxableYear | |
Income Taxes [Line Items] | |||||||
Income tax benefit | $ 7,408,000 | $ 313,000 | $ 7,374,000 | $ 902,000 | |||
Discrete income tax expense (benefit) | (959,000) | ||||||
Percentage of taxable income | 100.00% | ||||||
CARES act of 2020 aid carrybacks, number of preceding taxable years to generate refund of previously paid income taxes | TaxableYear | 5 | 5 | 5 | ||||
Open tax year | 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019 2020 2021 | ||||||
MGage Europe Ltd | |||||||
Income Taxes [Line Items] | |||||||
Valuation allowance of deferred tax assets | 5,800,000 | $ 5,800,000 | |||||
Solutions Infini | |||||||
Income Taxes [Line Items] | |||||||
Undistributed earnings and profits by foreign subsidiary | 5,300,000 | 5,300,000 | |||||
Undistributed profits | 0 | 0 | |||||
Expected tax expense due to undistributed earnings | $ 787,000 | $ 787,000 |
Warrants - Additional Informati
Warrants - Additional Information (Details) - Warrant - USD ($) | 3 Months Ended | 6 Months Ended | |
Jun. 30, 2021 | Mar. 31, 2021 | Jun. 30, 2021 | |
Class Of Warrant Or Right [Line Items] | |||
Closing price of common stock in the date of issuance | $ 11.50 | $ 11.50 | |
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 days | ||
Minimum price per share required for redemption of warrants | $ 18 | $ 18 | |
Warrants redemption covenant, threshold trading days | 20 days | ||
Warrants redemption covenant, threshold consecutive trading days | 30 days | ||
Increase in other long term liabilities | $ 534,000 | ||
Decrease in additional paid in capital, | 344,000 | ||
Increase in financial expense net | $ 190,000 | ||
Change in fair value of private placement warrants | $ 433,000 | $ 830,000 | |
Warrants or rights outstanding | 7,125,232 | 7,125,232 |
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, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Earnings Per Share [Abstract] | ||||
Net loss | $ (4,487) | $ (8,128) | $ (14,845) | $ (16,951) |
Weighted-average shares used in computing net loss per common share, basic and diluted | 34,292,874 | 20,606,816 | 32,328,909 | 20,293,203 |
Net loss per common share, basic and diluted | $ (0.13) | $ (0.39) | $ (0.46) | $ (0.84) |
Net Loss Per Share - Additional
Net Loss Per Share - Additional Information (Details) - shares | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Earnings Per Share [Abstract] | ||||
Weighted-average number of outstanding shares of common stock excluded from calculation of diluted net loss per share | 10,653,658 | 16,881,691 | 11,679,120 | 17,377,360 |
Transactions with Related Par_3
Transactions with Related Parties - Additional Information (Details) | Aug. 31, 2020USD ($)Installment | Jun. 30, 2021USD ($) | Jun. 30, 2020USD ($) | Mar. 31, 2020USD ($)Installment | Jun. 30, 2021USD ($) | Jun. 30, 2020USD ($) | Jun. 02, 2021USD ($) | Feb. 03, 2021USD ($) | Dec. 31, 2020USD ($) | Nov. 30, 2020USD ($) |
Related Party Transaction [Line Items] | ||||||||||
Notes payable outstanding principal amount due | $ 7,500,000 | |||||||||
Remaining outstanding obligations | $ 0 | $ 0 | ||||||||
Preferred Stock | Modification of 2018 Solutions Infini Purchase Agreement | Solutions Infini | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Payment of bonus compensation | 1,200,000 | 1,200,000 | ||||||||
Number of installments | Installment | 2 | |||||||||
Preference shares, performance bonuses | $ 1,400,000 | 0 | 0 | $ 883,000 | ||||||
Studio Legale Chiomenti | Legal Services | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Cost incurred for related party services | 0 | $ 86,000 | 80,000 | $ 142,000 | ||||||
Executive Managers | Modification of 2018 Solutions Infini Purchase Agreement | Solutions Infini | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Payment of bonus compensation | $ 1,400,000 | $ 3,500,000 | $ 883,000 | |||||||
Number of installments | Installment | 2 | |||||||||
Executive Managers | Preferred Stock | Modification of 2018 Solutions Infini Purchase Agreement | Solutions Infini | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Preference shares, performance bonuses | $ 1,200,000 | |||||||||
Esse Effe and Maya | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Notes payable outstanding principal amount due | 0 | 0 | $ 3,800,000 | 7,500,000 | ||||||
Alessandra Levy | Kaleyra S.p.A | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Cost incurred for related party services | 63,000 | 58,000 | 124,000 | 116,000 | ||||||
Pietro Calogero | Kaleyra S.p.A | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Cost incurred for related party services | $ 13,000 | $ 7,000 | $ 24,000 | $ 12,000 | ||||||
Accrued Interest | Esse Effe and Maya | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Notes payable outstanding principal amount due | $ 84,000 | $ 241,000 |
Transactions with Related Par_4
Transactions with Related Parties - Schedule of Expenses for Related Parties (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Research and Development | ||||
Related Party Transaction [Line Items] | ||||
Expenses for related parties | $ 13 | $ 7 | $ 25 | $ 12 |
Sales and Marketing | ||||
Related Party Transaction [Line Items] | ||||
Expenses for related parties | 63 | 58 | 123 | 115 |
General and Administrative Expenses | ||||
Related Party Transaction [Line Items] | ||||
Expenses for related parties | 86 | 80 | 142 | |
Financial Expense, Net | ||||
Related Party Transaction [Line Items] | ||||
Expenses for related parties | $ 19 | $ 122 | $ 63 | $ 244 |
Revenue - Additional Informatio
Revenue - Additional Information (Details) - USD ($) | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2020 | |
Disaggregation Of Revenue [Abstract] | |||||
Revenue from usage-based fees in total revenue | 96.00% | 98.00% | 97.00% | 98.00% | |
Revenue from term-based fees in total revenue | 4.00% | 2.00% | 3.00% | 2.00% | |
Deferred revenue | $ 10,800,000 | $ 10,800,000 | $ 3,700,000 | ||
Deferred revenue, revenue recognized | $ 559,000 | $ 2,200,000 |
Subsequent Events - Additional
Subsequent Events - Additional Information (Details) - Subsequent Event - USD ($) $ in Millions | Jul. 08, 2021 | Jul. 31, 2021 |
MGage Europe Ltd | ||
Subsequent Event [Line Items] | ||
Ownership percentage | 100.00% | |
MGage SA DE SV | ||
Subsequent Event [Line Items] | ||
Ownership percentage | 100.00% | |
Bandyer | ||
Subsequent Event [Line Items] | ||
Cash consideration | $ 15.5 |