Cover Page
Cover Page | 9 Months Ended |
Sep. 30, 2021 | |
Document Information [Line Items] | |
Document Type | S-1 |
Amendment Flag | false |
Entity Registrant Name | KORE Group Holdings, Inc. |
Entity Central Index Key | 0001855457 |
Entity Filer Category | Non-accelerated Filer |
Entity Small Business | true |
Entity Emerging Growth Company | true |
Entity Ex Transition Period | false |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Current assets: | |||
Cash and cash equivalents | $ 72,689 | $ 10,321 | $ 8,295 |
Accounts receivable, net of allowances for credits and doubtful accounts of $1,601 and $2,804, at September 30, 2021, and December 31, 2020, respectively | 52,638 | 40,661 | 34,803 |
Inventories, net | 12,147 | 5,842 | 2,710 |
Prepaid expenses and other receivables | 14,540 | 5,429 | 3,331 |
Total current assets | 152,014 | 62,253 | 49,139 |
Non-currentĀ assets | |||
Restricted cash | 367 | 372 | 397 |
Property and equipment, net | 12,630 | 13,709 | 15,311 |
Intangible assets, net | 212,633 | 240,203 | 276,902 |
Goodwill | 382,190 | 382,749 | 382,247 |
Deferred tax assets | 114 | 122 | 37 |
Other long-term assets | 458 | 611 | 813 |
Total assets | 760,406 | 700,019 | 724,846 |
Current liabilities | |||
Bank indebtedness | 8,300 | ||
Accounts payable | 20,522 | 22,978 | 15,962 |
Accrued liabilities | 26,362 | 17,209 | 11,934 |
Income taxes payable | 288 | 244 | 290 |
Current portion of capital lease obligations | 528 | 856 | 828 |
Deferred revenue | 6,797 | 7,772 | 6,068 |
Current portion of long-term debt | 3,153 | 3,161 | 3,248 |
Total current liabilities | 57,650 | 52,220 | 46,630 |
Long-term liabilities | |||
Deferred tax liabilities | 34,580 | 42,840 | 48,915 |
Due to related parties | 1,122 | 1,615 | 1,472 |
Warrant liability | 273 | 15,944 | 8,459 |
Capital lease obligations | 304 | 508 | 484 |
Long-term debt | 378,356 | 298,404 | 299,734 |
Other long-term liabilities | 4,154 | 4,377 | 2,917 |
Total liabilities | 476,439 | 415,908 | 408,611 |
Temporary equity | |||
Total temporary equity | 263,895 | 236,995 | |
Stockholders' equity (deficit) | |||
Common Stock, Value | 7 | 3 | 3 |
Additional paid-in capital | 413,316 | 135,616 | 161,555 |
Accumulated other comprehensive loss | (3,156) | (1,677) | (3,793) |
Accumulated deficit | (126,200) | (113,726) | (78,525) |
Total stockholders' equity | 283,967 | 20,216 | 79,240 |
Total liabilities, temporary equity and stockholders' equity | $ 760,406 | 700,019 | 724,846 |
Series A Preferred Stock [Member] | |||
Temporary equity | |||
Total temporary equity | 77,562 | 68,360 | |
Series A1 Preferred Stock [Member] | |||
Temporary equity | |||
Total temporary equity | 78,621 | 69,495 | |
Series B Preferred Stock [Member] | |||
Temporary equity | |||
Total temporary equity | 90,910 | 82,338 | |
Series C Preferred Stock [Member] | |||
Temporary equity | |||
Total temporary equity | $ 16,802 | $ 16,802 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Allowances for credits and doubtful accounts | $ 1,601 | $ 2,804 | $ 2,700 |
Common stock par or stated value per share | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Common stock shares authorized | 315,000,000 | 55,659,643 | 55,659,643 |
Common stock shares issued | 71,810,419 | 30,281,520 | 30,309,350 |
Common stock shares outstanding | 71,810,419 | 30,281,520 | 30,309,350 |
Temporary Equity, Par or Stated Value Per Share | $ 1,000 | ||
Series A Preferred Stock [Member] | |||
Temporary Equity, Par or Stated Value Per Share | $ 1,000 | $ 1,000 | $ 1,000 |
Temporary Equity, Shares Authorized | 0 | 7,765,229 | 7,765,229 |
Temporary Equity, Shares Issued | 0 | 7,756,158 | 6,836,003 |
Temporary Equity, Shares Outstanding | 0 | 7,756,158 | 6,836,003 |
Series A1 Preferred Stock [Member] | |||
Temporary Equity, Par or Stated Value Per Share | $ 1,000 | $ 1,000 | $ 1,000 |
Temporary Equity, Shares Authorized | 0 | 10,480,538 | 10,480,538 |
Temporary Equity, Shares Issued | 0 | 7,862,107 | 6,949,524 |
Temporary Equity, Shares Outstanding | 0 | 7,862,107 | 6,949,524 |
Series B Preferred Stock [Member] | |||
Temporary Equity, Par or Stated Value Per Share | $ 1,000 | $ 1,000 | $ 1,000 |
Temporary Equity, Shares Authorized | 0 | 9,090,975 | 9,090,975 |
Temporary Equity, Shares Issued | 0 | 9,090,975 | 8,233,774 |
Temporary Equity, Shares Outstanding | 0 | 9,090,975 | 8,233,774 |
Series C Preferred Stock [Member] | |||
Temporary Equity, Par or Stated Value Per Share | $ 1,000 | $ 1,000 | $ 1,000 |
Temporary Equity, Shares Authorized | 0 | 6,872,894 | 6,872,894 |
Temporary Equity, Shares Issued | 0 | 2,566,186 | 2,566,186 |
Temporary Equity, Shares Outstanding | 0 | 2,566,186 | 2,566,186 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Revenue | ||||||
Revenue | $ 67,878 | $ 55,257 | $ 183,919 | $ 156,297 | $ 213,760 | $ 169,152 |
Cost of revenue | ||||||
Cost of revenue | 34,964 | 25,528 | 88,675 | 70,515 | 97,930 | 63,665 |
Operating expenses | ||||||
Selling, general and administrative | 26,001 | 17,792 | 66,525 | 49,907 | 72,883 | 65,298 |
Depreciation and amortization | 12,440 | 13,176 | 37,947 | 38,884 | 52,488 | 48,131 |
Intangible asset impairment loss | 3,892 | |||||
Total operating expenses | 38,441 | 30,968 | 104,472 | 88,791 | 125,371 | 117,321 |
Operating loss | (5,527) | (1,239) | (9,228) | (3,009) | (9,541) | (11,834) |
Interest expense, including amortization of deferred financing costs, net | 5,589 | 5,276 | 16,155 | 18,359 | 23,493 | 24,785 |
Change in fair value of warrant liability | (2,898) | 651 | (5,281) | 3,482 | 7,485 | (235) |
Change in fair value of warrant liability | (7,485) | 235 | ||||
Loss before income taxes | (8,218) | (7,166) | (20,102) | (24,850) | (40,519) | (36,384) |
Income tax provision (benefit) | ||||||
Current | 179 | 201 | 569 | 711 | 1,051 | (1,450) |
Deferred | (3,889) | (1,719) | (8,197) | (6,087) | (6,369) | (11,491) |
Total income tax benefit | (3,710) | (1,518) | (7,628) | (5,376) | (5,318) | (12,941) |
Net loss | $ (4,508) | $ (5,648) | $ (12,474) | $ (19,474) | $ (35,201) | $ (23,443) |
Loss per share: | ||||||
Basic | $ (0.27) | $ (0.42) | $ (1.03) | $ (1.32) | $ (1.96) | $ (1.45) |
Diluted | $ (0.27) | $ (0.42) | $ (1.03) | $ (1.32) | $ (1.96) | $ (1.45) |
Weighted average shares outstanding (in Number): | ||||||
Basic | 30,732,921 | 30,281,520 | 30,433,641 | 30,285,684 | 31,650,173 | 31,169,435 |
Diluted | 30,732,921 | 30,281,520 | 30,433,641 | 30,285,684 | 31,650,173 | 31,169,435 |
Service [Member] | ||||||
Revenue | ||||||
Revenue | $ 48,428 | $ 43,436 | $ 139,866 | $ 127,113 | $ 172,845 | $ 159,425 |
Cost of revenue | ||||||
Cost of revenue | 17,379 | 15,675 | 51,417 | 47,594 | 64,520 | 57,621 |
Product [Member] | ||||||
Revenue | ||||||
Revenue | 19,450 | 11,821 | 44,053 | 29,184 | 40,915 | 9,727 |
Cost of revenue | ||||||
Cost of revenue | $ 17,585 | $ 9,853 | $ 37,258 | $ 22,921 | $ 33,410 | $ 6,044 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Comprehensive Loss - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||||||
Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Net loss | $ (4,508) | $ (6,885) | $ (1,081) | $ (5,648) | $ (11,058) | $ (2,768) | $ (12,474) | $ (19,474) | $ (35,201) | $ (23,443) |
Other comprehensive income (loss): | ||||||||||
Foreign currency translation adjustment | (1,322) | $ 743 | $ (900) | 1,387 | $ 830 | $ (3,113) | (1,479) | (896) | 2,116 | 517 |
Comprehensive loss | $ (5,830) | $ (4,261) | $ (13,953) | $ (20,370) | $ (33,085) | $ (22,926) |
Condensed Statement of Changes
Condensed Statement of Changes in Shareholders' Equity - USD ($) $ in Thousands | Total | Previously Reported [Member] | Reverse Capitalization [Member] | Series A Preferred Stock [Member] | Series A Preferred Stock [Member]Previously Reported [Member] | Series A Preferred Stock [Member]Reverse Capitalization [Member] | Series A1 Preferred Stock [Member] | Series A1 Preferred Stock [Member]Previously Reported [Member] | Series A1 Preferred Stock [Member]Reverse Capitalization [Member] | Series B Preferred Stock [Member] | Series B Preferred Stock [Member]Previously Reported [Member] | Series B Preferred Stock [Member]Reverse Capitalization [Member] | Series C Preferred Stock [Member] | Series C Preferred Stock [Member]Previously Reported [Member] | Series C Preferred Stock [Member]Reverse Capitalization [Member] | Common Stock [Member] | Common Stock [Member]Previously Reported [Member] | Common Stock [Member]Reverse Capitalization [Member] | Additional Paid-in Capital [Member] | Additional Paid-in Capital [Member]Previously Reported [Member] | Additional Paid-in Capital [Member]Reverse Capitalization [Member] | Accumulated Other Comprehensive Loss [Member] | Accumulated Other Comprehensive Loss [Member]Previously Reported [Member] | Accumulated Other Comprehensive Loss [Member]Reverse Capitalization [Member] | Accumulated Deficit [Member] | Accumulated Deficit [Member]Previously Reported [Member] | Accumulated Deficit [Member]Reverse Capitalization [Member] |
Beginning balance at Dec. 31, 2018 | $ 115,211 | $ 115,211 | $ 2 | $ 3 | $ 174,601 | $ 174,600 | $ (4,310) | $ (4,310) | $ (55,082) | $ (55,082) | |||||||||||||||||
Beginning balance, shares at Dec. 31, 2018 | 214 | 29,745 | |||||||||||||||||||||||||
Temporary equity, beginning balance at Dec. 31, 2018 | 215,348 | 215,348 | $ 60,270 | $ 60,270 | $ 61,444 | $ 61,444 | $ 76,832 | $ 76,832 | $ 16,802 | $ 16,802 | |||||||||||||||||
Temporary equity, beginning balance, shares at Dec. 31, 2018 | 43 | 6,027 | 60 | 6,145 | 57 | 7,683 | 17 | 2,566 | |||||||||||||||||||
Issuance of stock | $ 7,000 | $ 7,000 | |||||||||||||||||||||||||
Issuance of stock, shares | 573 | ||||||||||||||||||||||||||
Conversion of stock | $ 1 | (1) | |||||||||||||||||||||||||
Conversion of stock, shares | 5,984 | 6,085 | 7,626 | 2,549 | 29,531 | ||||||||||||||||||||||
Repurchase of stock | (80) | (80) | |||||||||||||||||||||||||
Repurchase of stock, shares | (8) | ||||||||||||||||||||||||||
Accrued dividends payable | (21,647) | $ 0 | $ 0 | (21,647) | |||||||||||||||||||||||
Temporary equity of accrued dividends payable | 21,647 | $ 8,090 | $ 8,051 | $ 5,506 | |||||||||||||||||||||||
Temporary equity of accrued dividends payable, shares | 809 | 805 | 551 | ||||||||||||||||||||||||
Foreign currency translation adjustment | 517 | $ 517 | |||||||||||||||||||||||||
Share-based compensation | 1,682 | 1,682 | |||||||||||||||||||||||||
Net loss | (23,443) | $ (23,443) | |||||||||||||||||||||||||
Temporary equity, ending balance at Dec. 31, 2019 | 236,995 | 236,995 | 236,995 | $ 68,360 | $ 68,360 | $ 69,495 | $ 69,495 | $ 82,338 | $ 82,338 | $ 16,802 | $ 16,802 | ||||||||||||||||
Temporary equity, ending balance, shares at Dec. 31, 2019 | 6,836,003 | 43 | 6,836 | 6,949,524 | 60 | 6,950 | 8,233,774 | 57 | 8,234 | 2,566,186 | 17 | 2,566 | |||||||||||||||
Ending balance at Dec. 31, 2019 | 79,240 | 79,240 | 79,240 | $ 3 | $ 2 | $ 3 | 161,555 | 161,556 | 161,555 | (3,793) | (3,792) | (3,792) | (78,525) | (78,526) | (78,526) | ||||||||||||
Ending balance, shares at Dec. 31, 2019 | 30,310 | 218 | 30,310 | ||||||||||||||||||||||||
Conversion of stock | $ 1 | (1) | |||||||||||||||||||||||||
Conversion of stock, shares | 6,793 | 6,890 | 8,177 | 2,549 | 30,092 | ||||||||||||||||||||||
Repurchase of stock | (200) | (200) | |||||||||||||||||||||||||
Repurchase of stock, shares | (28) | ||||||||||||||||||||||||||
Accrued dividends payable | (6,652) | $ 0 | $ 0 | (6,652) | |||||||||||||||||||||||
Temporary equity of accrued dividends payable | 6,652 | $ 2,216 | $ 2,383 | $ 2,053 | |||||||||||||||||||||||
Temporary equity of accrued dividends payable, shares | 222 | 238 | 205 | ||||||||||||||||||||||||
Foreign currency translation adjustment | (3,113) | (3,113) | |||||||||||||||||||||||||
Share-based compensation | 216 | 216 | |||||||||||||||||||||||||
Net loss | (2,768) | (2,768) | |||||||||||||||||||||||||
Temporary equity, ending balance at Mar. 31, 2020 | 243,647 | $ 70,576 | $ 71,878 | $ 84,391 | $ 16,802 | ||||||||||||||||||||||
Temporary equity, ending balance, shares at Mar. 31, 2020 | 7,058 | 7,188 | 8,439 | 2,566 | |||||||||||||||||||||||
Ending balance at Mar. 31, 2020 | 66,723 | $ 3 | 154,919 | (6,905) | (81,294) | ||||||||||||||||||||||
Ending balance, shares at Mar. 31, 2020 | 30,282 | ||||||||||||||||||||||||||
Beginning balance at Dec. 31, 2019 | 79,240 | 79,240 | 79,240 | $ 3 | $ 2 | $ 3 | 161,555 | 161,556 | 161,555 | (3,793) | (3,792) | (3,792) | (78,525) | (78,526) | (78,526) | ||||||||||||
Beginning balance, shares at Dec. 31, 2019 | 30,310 | 218 | 30,310 | ||||||||||||||||||||||||
Temporary equity, beginning balance at Dec. 31, 2019 | 236,995 | 236,995 | 236,995 | $ 68,360 | $ 68,360 | $ 69,495 | $ 69,495 | $ 82,338 | $ 82,338 | $ 16,802 | $ 16,802 | ||||||||||||||||
Temporary equity, beginning balance, shares at Dec. 31, 2019 | 6,836,003 | 43 | 6,836 | 6,949,524 | 60 | 6,950 | 8,233,774 | 57 | 8,234 | 2,566,186 | 17 | 2,566 | |||||||||||||||
Foreign currency translation adjustment | (896) | ||||||||||||||||||||||||||
Net loss | (19,474) | ||||||||||||||||||||||||||
Temporary equity, ending balance at Sep. 30, 2020 | 257,487 | $ 75,176 | $ 76,834 | $ 88,675 | $ 16,802 | ||||||||||||||||||||||
Temporary equity, ending balance, shares at Sep. 30, 2020 | 7,519 | 7,683 | 8,867 | 2,566 | |||||||||||||||||||||||
Ending balance at Sep. 30, 2020 | 39,024 | $ 3 | 141,709 | (4,688) | (98,000) | ||||||||||||||||||||||
Ending balance, shares at Sep. 30, 2020 | 30,282 | ||||||||||||||||||||||||||
Beginning balance at Dec. 31, 2019 | 79,240 | 79,240 | 79,240 | $ 3 | $ 2 | $ 3 | 161,555 | 161,556 | 161,555 | (3,793) | (3,792) | (3,792) | (78,525) | (78,526) | (78,526) | ||||||||||||
Beginning balance, shares at Dec. 31, 2019 | 30,310 | 218 | 30,310 | ||||||||||||||||||||||||
Temporary equity, beginning balance at Dec. 31, 2019 | 236,995 | 236,995 | 236,995 | $ 68,360 | $ 68,360 | $ 69,495 | $ 69,495 | $ 82,338 | $ 82,338 | $ 16,802 | $ 16,802 | ||||||||||||||||
Temporary equity, beginning balance, shares at Dec. 31, 2019 | 6,836,003 | 43 | 6,836 | 6,949,524 | 60 | 6,950 | 8,233,774 | 57 | 8,234 | 2,566,186 | 17 | 2,566 | |||||||||||||||
Repurchase of stock | (200) | (200) | |||||||||||||||||||||||||
Repurchase of stock, shares | (28) | ||||||||||||||||||||||||||
Accrued dividends payable | (26,900) | $ 0 | $ 0 | (26,900) | |||||||||||||||||||||||
Temporary equity of accrued dividends payable | 26,900 | $ 9,202 | $ 9,126 | $ 8,572 | |||||||||||||||||||||||
Temporary equity of accrued dividends payable, shares | 920 | 912 | 857 | ||||||||||||||||||||||||
Foreign currency translation adjustment | 2,116 | 2,116 | |||||||||||||||||||||||||
Share-based compensation | 1,161 | 1,161 | |||||||||||||||||||||||||
Net loss | (35,201) | (35,201) | |||||||||||||||||||||||||
Temporary equity, ending balance at Dec. 31, 2020 | 263,895 | 263,895 | $ 77,562 | $ 77,562 | $ 78,621 | $ 78,621 | $ 90,910 | $ 90,910 | $ 16,802 | $ 16,802 | |||||||||||||||||
Temporary equity, ending balance, shares at Dec. 31, 2020 | 7,756,158 | 43 | 7,756 | 7,862,107 | 60 | 7,862 | 9,090,975 | 57 | 9,091 | 2,566,186 | 17 | 2,566 | |||||||||||||||
Ending balance at Dec. 31, 2020 | 20,216 | 20,216 | 20,216 | $ 2 | $ 3 | 135,617 | 135,616 | (1,677) | (1,677) | (113,726) | (113,726) | ||||||||||||||||
Ending balance, shares at Dec. 31, 2020 | 218 | 30,282 | |||||||||||||||||||||||||
Beginning balance at Mar. 31, 2020 | 66,723 | $ 3 | 154,919 | (6,905) | (81,294) | ||||||||||||||||||||||
Beginning balance, shares at Mar. 31, 2020 | 30,282 | ||||||||||||||||||||||||||
Temporary equity, beginning balance at Mar. 31, 2020 | 243,647 | $ 70,576 | $ 71,878 | $ 84,391 | $ 16,802 | ||||||||||||||||||||||
Temporary equity, beginning balance, shares at Mar. 31, 2020 | 7,058 | 7,188 | 8,439 | 2,566 | |||||||||||||||||||||||
Accrued dividends payable | (6,701) | $ 0 | $ 0 | (6,701) | |||||||||||||||||||||||
Temporary equity of accrued dividends payable | 6,701 | $ 2,215 | $ 2,382 | $ 2,104 | |||||||||||||||||||||||
Temporary equity of accrued dividends payable, shares | 222 | 238 | 210 | ||||||||||||||||||||||||
Foreign currency translation adjustment | 830 | 830 | |||||||||||||||||||||||||
Share-based compensation | 315 | 315 | |||||||||||||||||||||||||
Net loss | (11,058) | (11,058) | |||||||||||||||||||||||||
Temporary equity, ending balance at Jun. 30, 2020 | 250,348 | $ 72,791 | $ 74,260 | $ 86,495 | $ 16,802 | ||||||||||||||||||||||
Temporary equity, ending balance, shares at Jun. 30, 2020 | 7,280 | 7,426 | 8,649 | 2,566 | |||||||||||||||||||||||
Ending balance at Jun. 30, 2020 | 50,109 | $ 3 | 148,533 | (6,075) | (92,352) | ||||||||||||||||||||||
Ending balance, shares at Jun. 30, 2020 | 30,282 | ||||||||||||||||||||||||||
Accrued dividends payable | (7,139) | $ 0 | $ 0 | (7,139) | |||||||||||||||||||||||
Temporary equity of accrued dividends payable | 7,139 | $ 2,385 | $ 2,574 | $ 2,180 | |||||||||||||||||||||||
Temporary equity of accrued dividends payable, shares | 239 | 257 | 218 | ||||||||||||||||||||||||
Foreign currency translation adjustment | 1,387 | 1,387 | |||||||||||||||||||||||||
Share-based compensation | 315 | 315 | |||||||||||||||||||||||||
Net loss | (5,648) | (5,648) | |||||||||||||||||||||||||
Temporary equity, ending balance at Sep. 30, 2020 | 257,487 | $ 75,176 | $ 76,834 | $ 88,675 | $ 16,802 | ||||||||||||||||||||||
Temporary equity, ending balance, shares at Sep. 30, 2020 | 7,519 | 7,683 | 8,867 | 2,566 | |||||||||||||||||||||||
Ending balance at Sep. 30, 2020 | 39,024 | $ 3 | 141,709 | (4,688) | (98,000) | ||||||||||||||||||||||
Ending balance, shares at Sep. 30, 2020 | 30,282 | ||||||||||||||||||||||||||
Beginning balance at Dec. 31, 2020 | 20,216 | 20,216 | 20,216 | $ 2 | $ 3 | 135,617 | 135,616 | (1,677) | (1,677) | (113,726) | (113,726) | ||||||||||||||||
Beginning balance, shares at Dec. 31, 2020 | 218 | 30,282 | |||||||||||||||||||||||||
Temporary equity, beginning balance at Dec. 31, 2020 | 263,895 | 263,895 | $ 77,562 | $ 77,562 | $ 78,621 | $ 78,621 | $ 90,910 | $ 90,910 | $ 16,802 | $ 16,802 | |||||||||||||||||
Temporary equity, beginning balance, shares at Dec. 31, 2020 | 7,756,158 | 43 | 7,756 | 7,862,107 | 60 | 7,862 | 9,090,975 | 57 | 9,091 | 2,566,186 | 17 | 2,566 | |||||||||||||||
Conversion of stock | $ 1 | (1) | |||||||||||||||||||||||||
Conversion of stock, shares | 7,713 | 7,802 | 9,034 | 2,549 | 30,064 | ||||||||||||||||||||||
Accrued dividends payable | (7,393) | $ 0 | $ 0 | (7,393) | |||||||||||||||||||||||
Temporary equity of accrued dividends payable | 7,393 | $ 2,486 | $ 2,666 | $ 2,241 | |||||||||||||||||||||||
Temporary equity of accrued dividends payable, shares | 249 | 267 | 224 | ||||||||||||||||||||||||
Foreign currency translation adjustment | (900) | (900) | |||||||||||||||||||||||||
Share-based compensation | 315 | 315 | |||||||||||||||||||||||||
Net loss | (1,081) | (1,081) | |||||||||||||||||||||||||
Temporary equity, ending balance at Mar. 31, 2021 | 271,288 | $ 80,048 | $ 81,287 | $ 93,151 | $ 16,802 | ||||||||||||||||||||||
Temporary equity, ending balance, shares at Mar. 31, 2021 | 8,005 | 8,129 | 9,315 | 2,566 | |||||||||||||||||||||||
Ending balance at Mar. 31, 2021 | 11,157 | $ 3 | 128,538 | (2,577) | (114,807) | ||||||||||||||||||||||
Ending balance, shares at Mar. 31, 2021 | 30,282 | ||||||||||||||||||||||||||
Beginning balance at Dec. 31, 2020 | 20,216 | 20,216 | 20,216 | $ 2 | $ 3 | $ 135,617 | $ 135,616 | $ (1,677) | $ (1,677) | $ (113,726) | $ (113,726) | ||||||||||||||||
Beginning balance, shares at Dec. 31, 2020 | 218 | 30,282 | |||||||||||||||||||||||||
Temporary equity, beginning balance at Dec. 31, 2020 | $ 263,895 | $ 263,895 | $ 77,562 | $ 77,562 | $ 78,621 | $ 78,621 | $ 90,910 | $ 90,910 | $ 16,802 | $ 16,802 | |||||||||||||||||
Temporary equity, beginning balance, shares at Dec. 31, 2020 | 7,756,158 | 43 | 7,756 | 7,862,107 | 60 | 7,862 | 9,090,975 | 57 | 9,091 | 2,566,186 | 17 | 2,566 | |||||||||||||||
Foreign currency translation adjustment | (1,479) | ||||||||||||||||||||||||||
Net loss | (12,474) | ||||||||||||||||||||||||||
Temporary equity, ending balance at Sep. 30, 2021 | 0 | $ 0 | $ 0 | $ 0 | $ 0 | ||||||||||||||||||||||
Temporary equity, ending balance, shares at Sep. 30, 2021 | 0 | 0 | 0 | 0 | |||||||||||||||||||||||
Ending balance at Sep. 30, 2021 | 283,967 | $ 7 | 413,316 | (3,156) | (126,200) | ||||||||||||||||||||||
Ending balance, shares at Sep. 30, 2021 | 71,810 | ||||||||||||||||||||||||||
Beginning balance at Mar. 31, 2021 | 11,157 | $ 3 | 128,538 | (2,577) | (114,807) | ||||||||||||||||||||||
Beginning balance, shares at Mar. 31, 2021 | 30,282 | ||||||||||||||||||||||||||
Temporary equity, beginning balance at Mar. 31, 2021 | 271,288 | $ 80,048 | $ 81,287 | $ 93,151 | $ 16,802 | ||||||||||||||||||||||
Temporary equity, beginning balance, shares at Mar. 31, 2021 | 8,005 | 8,129 | 9,315 | 2,566 | |||||||||||||||||||||||
Accrued dividends payable | (7,532) | $ 0 | $ 0 | (7,532) | |||||||||||||||||||||||
Temporary equity of accrued dividends payable | 7,532 | $ 2,514 | $ 2,695 | $ 2,323 | |||||||||||||||||||||||
Temporary equity of accrued dividends payable, shares | 251 | 270 | 232 | ||||||||||||||||||||||||
Foreign currency translation adjustment | 743 | 743 | |||||||||||||||||||||||||
Share-based compensation | 315 | 315 | |||||||||||||||||||||||||
Derecognition of shares, value | (300) | $ (300) | |||||||||||||||||||||||||
Derecognition of shares, shares | (46) | ||||||||||||||||||||||||||
Net loss | (6,885) | (6,885) | |||||||||||||||||||||||||
Temporary equity, ending balance at Jun. 30, 2021 | 278,520 | $ 82,562 | $ 83,982 | $ 95,474 | $ 16,502 | ||||||||||||||||||||||
Temporary equity, ending balance, shares at Jun. 30, 2021 | 8,256 | 8,399 | 9,547 | 2,520 | |||||||||||||||||||||||
Ending balance at Jun. 30, 2021 | (2,202) | $ 3 | 121,321 | (1,834) | (121,692) | ||||||||||||||||||||||
Ending balance, shares at Jun. 30, 2021 | 30,282 | ||||||||||||||||||||||||||
Accrued dividends payable | (7,897) | $ (42,468) | $ (40,835) | (7,897) | |||||||||||||||||||||||
Temporary equity of accrued dividends payable | 7,897 | $ 2,656 | $ 2,880 | $ 2,361 | |||||||||||||||||||||||
Temporary equity of accrued dividends payable, shares | 266 | 288 | 236 | ||||||||||||||||||||||||
Foreign currency translation adjustment | (1,322) | (1,322) | |||||||||||||||||||||||||
Share-based compensation | (3,519) | (3,519) | |||||||||||||||||||||||||
CTAC shares recapitalized, net of equity issuance cost | 6,457 | $ 1 | 6,456 | ||||||||||||||||||||||||
CTAC shares recapitalized, net of equity issuance costs, shares | 10,356 | ||||||||||||||||||||||||||
Conversion of KORE warrants | 10,663 | 10,663 | |||||||||||||||||||||||||
Conversion of KORE warrants, shares | 1,366 | ||||||||||||||||||||||||||
Private offering and merger financing, net of equity issuance costs | 217,282 | $ 2 | 217,280 | ||||||||||||||||||||||||
Private offering and merger financing, net of equity issuance costs, shares | 22,686 | ||||||||||||||||||||||||||
Distributions to and conversions of preferred stock (Temporary equity Shares) | (8,522) | (8,687) | (9,783) | (2,520) | |||||||||||||||||||||||
Distributions to and conversions of preferred stock (Shares) | 7,120 | ||||||||||||||||||||||||||
Distributions to and conversions of preferred stock (Temporary equity Value) | (286,417) | $ (85,218) | $ (86,862) | $ (97,835) | $ (16,502) | ||||||||||||||||||||||
Distributions to and conversions of preferred stock | 56,503 | $ 1 | 56,502 | ||||||||||||||||||||||||
Equity portion of convertible debt, net of issuance costs | 12,510 | 12,510 | |||||||||||||||||||||||||
Net loss | (4,508) | (4,508) | |||||||||||||||||||||||||
Temporary equity, ending balance at Sep. 30, 2021 | 0 | $ 0 | $ 0 | $ 0 | $ 0 | ||||||||||||||||||||||
Temporary equity, ending balance, shares at Sep. 30, 2021 | 0 | 0 | 0 | 0 | |||||||||||||||||||||||
Ending balance at Sep. 30, 2021 | $ 283,967 | $ 7 | $ 413,316 | $ (3,156) | $ (126,200) | ||||||||||||||||||||||
Ending balance, shares at Sep. 30, 2021 | 71,810 |
Condensed Statement of Change_2
Condensed Statement of Changes in Shareholder's Equity (Parenthetical) $ in Thousands | 3 Months Ended |
Sep. 30, 2021USD ($) | |
Recapitalization Costs | $ 15,912 |
Issuance Costs | 7,718 |
Debt issuance costs | $ 224 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Cash flows from operating activities | ||||
Net loss | $ (12,474) | $ (19,474) | $ (35,201) | $ (23,443) |
Adjustments to reconcile net loss to net cash (used in) provided by operating activities | ||||
Depreciation and amortization | 37,947 | 38,884 | 52,488 | 48,131 |
Intangible asset impairment loss | 3,892 | |||
Amortization of deferred financing costs | 1,569 | 1,584 | 2,313 | 2,063 |
Deferred income taxes | (8,197) | (6,087) | (6,369) | (11,491) |
Deferred income taxes | (6,178) | (11,419) | ||
Non-cashĀ foreign currency loss (gain) | (163) | (1,356) | 233 | 1,440 |
Share-based compensation | 4,564 | 846 | 1,161 | 1,682 |
Provision for doubtful accounts | 117 | 888 | ||
Change in fair value of warrant liability | (5,281) | 3,482 | 7,485 | (235) |
Change in fair value of warrant liability | 7,485 | (235) | ||
Settlement gain on carrier commitment liability | (2,269) | |||
Change in operating assets and liabilities, net of operating assets and liabilities acquired: | ||||
Accounts receivable | (12,792) | (3,572) | (5,432) | 1,765 |
Inventories | (6,461) | (2,668) | (3,027) | (566) |
Prepaid expenses and other receivables | (5,054) | (2,485) | (2,020) | 169 |
Accounts payable and accrued liabilities | (2,366) | 8,119 | 13,100 | (2,458) |
Deferred revenue | (911) | 307 | 1,583 | (44) |
Income taxes payable | 63 | 225 | (34) | (1,158) |
Change in minimum carrier commitment liability | (3,297) | |||
Cash (used in) provided by operating activities | (9,439) | 18,693 | 26,471 | 14,253 |
Cash flows used in investing activities | ||||
Additions to intangible assets | (6,626) | (8,224) | (10,135) | (10,491) |
Additions to property and equipment | (3,156) | (1,450) | (1,834) | (2,391) |
Acquisition of Integron LLC, net of cash acquired | 366 | 366 | (37,488) | |
Net cash used in investing activities | (9,782) | (9,308) | (11,603) | (50,370) |
Cash flows from financing activities | ||||
Proceeds from revolving credit facility | 25,000 | 21,700 | 8,135 | |
Repayments on revolving credit facility | (25,000) | (25,000) | (8,300) | |
Repayment of long-term debt | (2,373) | (2,436) | ||
Repayment of term loan | (3,526) | (2,888) | ||
Proceeds from term loan | 35,000 | |||
Proceeds from convertible debt | 82,351 | |||
Proceeds from equity portion of convertible debt, net of issuance costs | 12,510 | |||
Payment of deferred financing costs, relating to convertible debt | (1,449) | (2,089) | ||
Repayment of related party note | (1,538) | |||
Repurchase of common stock | (200) | (200) | (80) | |
Proceeds from CTAC and PIPE financing, net of issuance costs | 223,001 | |||
Settlement of preferred shares | (229,915) | |||
Payment of capital lease obligations | (815) | (137) | (692) | (1,080) |
Cash provided by (used in) financing activities | 81,772 | (6,073) | (12,718) | 36,998 |
Effect of Exchange Rate Change on Cash and Cash Equivalents | (188) | (88) | (149) | (162) |
Change in Cash and Cash Equivalents and Restricted Cash | 62,363 | 3,224 | 2,001 | 719 |
Cash and Cash Equivalents and Restricted Cash, beginning of period | 10,693 | 8,692 | 8,692 | 7,973 |
Cash and Cash Equivalents and Restricted Cash, end of period | 73,056 | 11,916 | 10,693 | 8,692 |
Non-cashĀ financing activities: | ||||
Capital leases | 346 | 263 | 622 | 1,120 |
Equity financing fees accrued | 3,025 | |||
Common shares issued to preferred shareholders | 56,502 | 7,000 | ||
Equity financing fees settled in common shares | 1,863 | |||
Common shares issued to warrant holders | 10,663 | |||
Supplemental cash flow information: | ||||
Interest paid | $ 14,762 | $ 16,879 | 21,544 | 23,977 |
Taxes paid (net of refunds) | $ 379 | $ 417 |
Nature Of Operations
Nature Of Operations | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Nature Of Operations | NOTE 1 - NATURE OF OPERATIONS Business Combination On March 12, 2021, Maple Holdings Inc. (āMapleā or āpre-combination KOREā) entered into On September 30, 2021 (the āClosing Dateā), as contemplated by the merger agreement, (i) CTAC merged of its equity interests in King Corp Merger Sub, Inc. (āCorp Merger Subā) to Pubco (the āCorp Merger Sub Contributionā), as a result of which Corp Merger Sub became a wholly owned subsidiary of Pubco, (iii) following the Corp Merger Sub Contribution, Corp Merger Sub merged with and Maple into (the āFirst Mergerā), with Maple being the surviving corporation of the First Merger, and (iv) immediately following the First Merger and as part of the same overall transaction as the First Merger, Maple merged with and into LLC Merger Sub (the āSecond Mergerā and, together with the First Merger, being collectively referred to as the āMergersā and, together with the other transactions contemplated by the merger agreement, the āTransactionsā and the closing of the Transactions, the Business Combination), with LLC Merger Sub being the surviving entity of the Second Merger and Pubco being the sole member of LLC Merger Sub. In connection with the Business Combination, Pubco changed its name to āKORE Group Holdings, Inc.ā (the āCompanyā). The combined Company remained listed on the NYSE under the new ticker symbol āKORE . | NOTE 1 ā NATURE OF OPERATIONS Formation and Business Combination Maple Holdings Inc., which was incorporated in the United States, and its wholly owned subsidiaries (collectively known as āMapleā, the āCompanyā, or āpre-combination KOREā) is one of the largest global independent Internet of Things (āIoTā) enabler, delivering critical services to customers in over 180 countries to deploy, manage & scale their IoT application and use cases. On March 12, 2021, Maple entered into a definitive merger agreement (the āBusiness Combinationā) with On September 30, 2021 (the āClosing Dateā), as contemplated by the merger agreement, (i) CTAC merged with and into King LLC Merger Sub, LLC (āLLC Merger Subā) (the āPubco Mergerā), with LLC Merger Sub being the surviving entity of the Pubco Merger and King Pubco, Inc. (āPubcoā) as parent of the surviving entity, (ii) immediately prior to the First Merger (as defined below), Cerberus Telecom Acquisition Holdings, LLC (the āSponsorā) contributed 100% of its equity interests in King Corp Merger Sub, Inc. (āCorp Merger Subā) to Pubco (the āCorp Merger Sub Contributionā), as a result of which Corp Merger Sub became a wholly owned subsidiary of Pubco, (iii) following the Corp Merger Sub Contribution, Corp Merger Sub merged with and into Maple (the āFirst Mergerā), with Maple being the surviving corporation of the First Merger, and (iv) immediately following the First Merger and as part of the same overall transaction as the First Merger, Maple merged with and into LLC Merger Sub (the āSecond Mergerā and, together with the First Merger, being collectively referred to as the āMergersā and, together with the other transactions contemplated by the merger agreement, the āTransactionsā and the closing of the Transactions, the Business Combination), with LLC Merger Sub being the surviving entity of the Second Merger and Pubco being the sole member of LLC Merger Sub. In connection with the Business Combination, Pubco changed its name to āKORE Group Holdings, Inc.ā, and the combined company remained listed on the NYSE under the new ticker symbol āKOREā. The Business Combination was accounted for as a reverse recapitalization whereby pre-combination KORE was determined to be the accounting acquirer i The consolidated balance sheets, statements of operations and statements of stockholdersā equity and these notes to the consolidated financial statements reflect the reverse recapitalization as discussed above. Reported shares and earnings per share available to common stockholders, prior to the Business Combination, have been retroactively restated to reflect the exchange ratio established in the merger agreement. The number of shares of preferred stock was also retroactively restated based on the exchange ratio. Organization The Company provides advanced connectivity services, location-based services, device solutions, managed and professional services used in the development and support of IoT technology for the Machine-to-Machine (āM2Mā) market. The Companyās IoT platform is delivered in partnership with the worldās largest mobile network operators and provides secure, reliable wireless connectivity to mobile and fixed devices. This |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Accounting Policies [Abstract] | ||
Summary of Significant Accounting Policies | NOTE 2 ā SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation These statements have been prepared pursuant to the rules and regulations of the SEC and, in accordance with those rules and regulations, do not include all information and footnote disclosures normally included in annual financial statements prepared in accordance with accounting principles generally accepted in the United States of America (āGAAPā). In the opinion of management, the unaudited condensed consolidated interim financial statements reflect all adjustments, which consist only of normal recurring adjustments, necessary to state fairly the results of operations, financial condition and cash flows for the interim periods presented herein. The preparation of unaudited condensed consolidated interim financial statements in conformity with GAAP requires management to make use of estimates and assumptions that affect the reported amounts and disclosures. Accordingly, these interim condensed consolidated financial statements should be read in conjunction with Mapleās the audited financial statements and accompanying notes for the years ended December 31, 2020 and 2019 previously filed with the SEC. The Condensed Consolidated Balance Sheet as of December 31, 2020, included herein, was derived from the audited financial statements of the Company as of that date. The results of operations for any interim period are not necessarily indicative of the results of operations to be expected for the full year. The Business Combination is accounted for as a reverse recapitalization as pre-combination Pre-combination KORE was determined to be the accounting acquirer based on the evaluation of the following facts and circumstances: ā¢ the equity holders of pre-combination ā¢ the senior management of pre-combination ā¢ In comparison with CTAC, pre-combination ā¢ the operations of pre-combination pre-Combination Accordingly, for accounting purposes, the financial statements of the Company represent a continuation of the financial statements of pre-combination KORE with the acquisition being treated as the equivalent of pre-combination KORE issuing stock for the net assets of CTAC, accompanied by a recapitalization. The net assets of CTAC were stated at historical cost, with no goodwill or other intangible assets recorded. Pre-combination KORE was deemed to be the predecessor and the consolidated assets and liabilities and results of operations prior to September 30, 2021 are those of pre-combination KORE. Reported shares and earnings per share available to common stockholders, prior to the Business Combination, have been retroactively restated to reflect the exchange ratio established in the merger agreement. The number of shares of preferred stock was also retroactively restated based on the exchange ratio. COVID-19 During the period ended September 30, 2021, an outbreak of the novel coronavirus (āCOVID-19ā) COVID-19 COVID-19 Cash and Cash Equivalents and Restricted Cash Cash and cash equivalents include highly liquid instruments with an original maturity of less than 90 days from the date of purchase or the ability to redeem amounts on demand. Cash and cash equivalents are stated at cost, which approximates their fair value. Restricted cash represents cash deposits held with financial institutions for letters of credit and is not available for general corporate purposes. Emerging Growth Company Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies are required to comply with the new or revised financial accounting standards. The Company qualifies as an āEmerging Growth Companyā and has elected to use the extended transition period for complying with new or revised accounting standards under Section 102(b)(1) of the JOBS Act. This election allows the Company to adopt the new or revised standard at the same time as private companies. Recently Adopted Accounting Pronouncement In December 2019, the FASB issued Accounting Standards Update (āASUā) 2019-12, Income Taxes Simplifying the Accounting for Income Taxes 2019-12 exceptions to the general principles in Topic 740. The amendments 2019-12 Recently Issued Accounting Pronouncements In February 2016, the FASB issued ASU 2016-02, Leases 2018-10 , Codification Improvements to ASC 2016-02 Leases 2016-02. 2018-11, Leases: Targeted Improvements not-for-profits not-for-profits 2020-03, Codification Improvements to Financial Instruments, Leases 2016-02. 2020-05, Revenue from Contracts with right-of-use . In June 2016, the FASB issued ASU 2016-13 , Financial Instruments - Credit Losses: Measurement of Credit Losses on Financial Instruments, Revenue from Contracts with Customers 2018-19, Codification Improvements to Topic 326, Financial InstrumentsāCredit Losses 2016-13. . In August 2018, the FASB issued ASU 2018-15, Customerās Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract internal-use internal-use 350-40, Internal-Use costs, also cannot be capitalized for a hosting arrangement that is a service contract. The amendments require a customer in a hosting arrangement that is a service contract to determine whether an implementation activity relates to the preliminary project stage, the application development stage, or the post-implementation stage. Costs for implementation activities in the application development stage will be capitalized depending on the nature of the costs, while costs incurred during the preliminary project and post-implementation stages will be expensed immediately. The ASU is effective for the Company 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 Company is still evaluating the impact of the adoption of this standard. In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform: Facilitation of the Effects of Reference Rate Reform on Financial Reporting, In March 2020, the FASB issued ASU 2020-03, Codification Improvements to Financial Instruments ā¢ Clarifies that all entities are required to provide the fair value option disclosures in ASC 825, Financial Instruments ā¢ Clarifies that the portfolio exception in ASC 820, Fair Value Measurement Derivatives and Hedging ā¢ Clarifies that for purposes of measuring expected credit losses on a net investment in a lease in accordance with ASC 326, Financial Instruments - Credit Losses Leases ā¢ Clarifies that when an entity regains control of financial assets sold, it should recognize an allowance for credit losses in accordance with ASC 326. ā¢ Aligns the disclosure requirements for debt securities in ASC 320, InvestmentsāDebt Securities Financial ServicesāDepository and Lending The amendments in the ASU have various effective dates and transition requirements, some depending on whether an entity has previously adopted ASU 2016-13 2020-03 In August 2020, the FASB issued ASU 2020-06, DebtāDebt with Conversion and Other Options (Subtopic 470-20) and Derivatives and HedgingāContracts in Entityās Own Equity (Subtopic 815-40) In May 2021, the FASB issued ASU 2021-04, Issuerās Accounting for Certain Modifications or Exchanges of Freestanding Equity-Classified Written Call Options a freestanding equity-classified written call option that is not within the scope of another Topic. An entity should treat a modification of the terms or conditions or an exchange of a freestanding equity-classified written call option that remains equity classified after modification or exchange as an exchange of the original instrument for a new instrument, and provides further guidance on measuring the effect 2021-04 Early | NOTE 2 ā SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The Companyās consolidated financial statements are expressed in U.S. dollars and have been prepared in accordance with accounting principles generally accepted in the United States of America (āUS GAAPā). These Consolidated Financial Statements include the results of the Company and its consolidated subsidiaries. Inter-company accounts and transactions have been eliminated. Foreign Currency The functional currency of the Companyās foreign subsidiaries is generally the local currency. Any transactions recorded in the Companyās foreign subsidiaries denominated in a currency other than the local currency are remeasured using current exchange rates each reporting period with the resulting unrealized gains or losses being included in selling, general and administrative expenses on the consolidated statements of operations. Such unrealized gains and losses primarily relate to intercompany balances and amounted to unrealized losses of $0.2 million and $1.4 million in 2020 and 2019, respectively. For consolidation purposes, all assets and liabilities denominated in a foreign currency are translated into U.S. dollars at the exchange rate on the balance sheet date. Revenue and expenses are translated at the average exchange rate during the period. Equity transactions are translated using historical exchange rates. Adjustments resulting from translating foreign functional currency financial statements into U.S. dollars are recorded as part of a separate component of stockholdersā equity and reported in the consolidated statements of comprehensive loss. Segments Operating segments are defined as components of an entity for which separate financial information is available and that is regularly reviewed by the Chief Operating Decision Maker (āCODMā) in deciding how to allocate resources to the individual segment and in assessing performance. The Companyās CODM is its Chief Executive Officer. The Company has determined that it operates in one operating segment and one reportable segment, as the CODM reviews financial information presented on a consolidated basis for purposes of making operating decisions, allocating resources, and evaluating financial performance. COVID-19 During the period ended December 31, 2020, an outbreak of the novel coronavirus (āCOVID-19ā) COVID-19 COVID-19 performance will depend on certain developments, including the duration and spread of the outbreak. As of December 31, 2020, CODIV-19 Use of Estimates The preparation of consolidated financial statements, in conformity with US GAAP, Revenue Recognition On January 1, 2019, the Company adopted ASC 606, Revenue from Contracts with Customers The guidance provides that an entity should apply the following steps: (1) identify the contract with a customer; (2) identify the performance obligations in the contract; (3) determine the transaction price; (4) allocate the transaction price to the performance obligations in the contract; and (5) recognize revenue when, or as, the entity satisfies a performance obligation. Payments are generally due and received within 30-60 The Company derives revenue from services and products related to its two service lines: IoT Connectivity and IOT Solutions. IoT Connectivity arrangements provide customers with secure and reliable wireless connectivity to mobile and fixed devices through various mobile network carriers. Revenue from IoT Connectivity consists of monthly recurring charges (āMRCāsā) and overage/usage charges, and contracts are generally short-term in nature (i.e., month-to-month IoT Solutions arrangements includes device solutions (including connectivity), deployment services, and/or technology-related professional services. Management evaluates each IoT Solutions arrangement to determine the contract for accounting purposes. If a contract contains more than one performance obligation, the Company allocates consideration to each performance obligation based on the standalone selling prices of each performance obligation. Standalone selling prices are based on analyses performed by management based on readily observable prices or utilizing a cost-plus margin approach if prices are not observable. Hardware, deployment services, and connectivity services generally have readily observable prices. The standalone selling price of our warehouse management services (which is associated with our bill-and-hold inventory and determined to be immaterial as discussed below) was determined using a cost-plus-margin approach with the primary assumptions including Company profit objectives, internal cost structure, and current market trends. Device and other hardware sales in IoT Solutions arrangements are generally accounted for as separate contracts since the customer is not obligated to purchase additional services when committing to the purchase of any products. Such sales are typically recognized upon shipment to the customer. However, in certain contracts, the customer has requested the Company to hold the products ordered for later shipment to the customerās remote location or to the customerās end user as a part of a vendor managed inventory model. In these situations, management has concluded that transfer of control to the customer occurs prior to shipment. In these ābill-and-holdā bill-and-hold bill-and-hold bill-and-hold Deployment services consist of the Company preparing hardware owned by a customer for use by a customerās end user. Deployment and connectivity may both be included within a single IoT Solutions contract and are considered separate performance obligations. While consideration for deployment services is generally fixed when ordered by the client, consideration for connectivity services is variable and solely related to the connectivity services. Therefore, the fixed consideration is allocated to the deployment services and is recognized as revenue when the services are provided (i.e. when the related hardware is shipped to the customer). Connectivity within IoT Solutions contracts are recognized similar to the IoT Connectivity as described above, since such contracts are generally short term in nature and variability is resolved each month as the services are provided. Professional services are generally provided over a contract term of one to two months. Revenue is recognized over time on an input method basis (typically, based on hours completed to date and an estimate of total hours to complete the project). There are no material instances where variable consideration is constrained and not recorded at the initial time of sale. Product returns are recorded as a reduction to revenue based on anticipated sales returns that occur in the normal course of business and are immaterial for the years ended December 31, 2020 and 2019, respectively. The Company primarily has assurance-type warranties that do not result in separate performance obligations. The Company did not recognize any material revenue in the current reporting period for performance obligations that were fully satisfied in previous periods. The Company does not have material unfulfilled performance obligation balances for contracts with an original length greater than one year in any years presented. Additionally, the Company does not have material costs related to obtaining a contract with amortization periods greater than one year for any year presented. The Company applies ASC 606 utilizing the following allowable exemptions or practical expedients: ā¢ Exemption to not disclose the unfulfilled performance obligation balance for contracts with an original length of one year or less. ā¢ Practical expedient to recognize the incremental costs of obtaining a contract as an expense when incurred if the amortization period of the asset that the entity otherwise would have recognized is one year or less. ā¢ Election to present revenue net of sales taxes and other similar taxes. ā¢ Election from recognizing shipping and handling activities as a separate performance obligation. ā¢ Practical expedient not requiring the entity to adjust the promised amount of consideration for the effects of a significant financing component if the entity expects, at contract inception, that the period between when the entity transfers a promised good or service to a customer and when the customer pays for that good or service will be one year or less. Cash and Cash Equivalents and Restricted Cash Cash and cash equivalents include highly liquid instruments Restricted cash represents cash deposits held with financial institutions for letters of credit and is not available for general corporate purposes. Concentrations of Credit Risk and Off-Balance-Sheet Cash and cash equivalents are financial instruments that are potentially subject to concentrations of credit risk. The Companyās cash and cash equivalents are deposited in accounts at large financial institutions, and amounts may exceed federally insured limits. The Company believes it is not exposed to significant credit risk due to the financial strength of the depository institutions in which the cash and cash equivalents are held. The Company has no other financial instruments with off-balance-sheet Accounts Receivable and Allowance for Doubtful Accounts The carrying amount of accounts receivable is reduced by a valuation allowance that reflects managementās best estimate of the amounts that will not be collected. Management reviews all accounts receivable balances that exceed terms from the invoice date individually, and based on an assessment of current creditworthiness, past payment history, and historical loss experience, and provides an allowance for the portion, if any, of the balance not expected to be collected. All accounts or portions thereof considered uncollectible or require excessive collection costs are written off to the allowance for doubtful accounts and recorded under selling, general and administrative expense in the consolidated statement of operations. Inventories The Company records its inventory, which primarily consists of finished goods such as SIM cards, other hardware and packaging materials, using the first-in, first-out Property and Equipment The Companyās property and equipment primarily consist of office equipment and furniture, computer hardware, and networking equipment. Property and equipment are recorded at cost and are depreciated over their estimated useful lives using the declining-balance method at the following annual rates: Computer hardware 30 % Computer software 30 % Furniture and fixtures 20 % Networking equipment 20 % Maintenance, repairs, and ordinary replacements are recorded under selling, general and administrative expense in the consolidated statement of operations as incurred. Expenditures for improvements that extend the physical or economic life of the property are capitalized. Leases Leases entered into by the Company, in which substantially all the benefits and risk of ownership are transferred to the Company, are recorded as obligations under capital leases. Obligations under capital leases reflect the present value of future lease payments, discounted at an appropriate interest rate, and are reduced by rental payments, net of imputed interest. Assets under capital leases are amortized based on the useful lives of the assets. All other leases are classified as operating leases, and leasing costs, including any rent holidays, leasehold incentives and rent concessions, are recorded on a straight-line basis over the lease term under selling, general and administrative expense in the consolidated statement of operations. Internal Use Software Certain costs of platform and software applications developed for internal use are capitalized as intangible assets. Capitalization of costs begins when two criteria are met: (i) the preliminary project stage is completed (i.e. application development stage) and (ii) it is probable that the software will be completed and used for its intended function. The Company also capitalizes costs related to specific upgrades and enhancements when it is probable the expenditures will result in additional functionality. Costs incurred for maintenance, minor upgrades and enhancements are recorded under selling, general and administrative expense in the consolidated statement of operations as incurred. Costs related to preliminary project activities and postimplementation operating activities are also recorded under selling, general and administrative expense in the consolidated statement of operations as incurred. The Company amortizes the capitalized costs on a straight-line basis over the useful life of the asset. The average useful life for capitalized internal use computer software is between 3-5 Business Combinations The Company allocates the fair value of the consideration transferred to the assets acquired and liabilities assumed based on their fair values at the acquisition date. The excess of the fair value of consideration transferred over the fair value of the assets acquired, and liabilities assumed is recorded as goodwill. Acquisition-related expenses and restructuring costs are recognized separately from the business combination and expensed as incurred. All changes in accounting for deferred tax asset valuation allowances and acquired income tax uncertainties after the measurement period are recognized as a component of provision for income taxes. When determining the fair values of assets acquired and liabilities assumed, management makes significant estimates and assumptions, especially with respect to intangible assets. Critical estimates in valuing intangible assets include expected future cash flows based on consideration of future growth rates and margins, customer attrition rates, future changes in technology and brand awareness and discount rates. Fair value estimates are based on the assumptions management believes a market participant would use in pricing the asset or liability. While the Company uses its best estimates and assumptions as a part of the purchase price allocation process to accurately value assets acquired and liabilities assumed as of the business combination date, its estimates and assumptions are inherently uncertain and subject to refinement. As a result, during the preliminary purchase price measurement period, which may be up to one year from the business combination date, the Company records adjustments to the provisional amounts recognized at the acquisition date to reflect new information obtained about facts and circumstances that existed as of the acquisition date, with a corresponding offset to goodwill. After the preliminary purchase price measurement period, the Company records adjustments to assets acquired or liabilities assumed subsequent to the purchase price measurement period in its operating results in the period in which the adjustments were determined Fair Value Measurements The Company applies the provisions of ASC 820, Fair non-financial non-financial non-financial non-recurring Level 1: Quoted prices in active markets for identical assets or liabilities. Level 2: Quoted prices for similar assets and liabilities in active markets or inputs that are observable. Level 3: Unobservable inputs reflecting managementās own assumptions about the inputs used in pricing the asset or liability. The Company has determined the estimated fair value of its financial instruments based on appropriate valuation methodologies; however, considerable judgment is required to develop these estimates. Accordingly, these estimated fair values are not necessarily indicative of the amounts the Company could realize in a current market exchange. The estimated fair values can be materially affected by using different assumptions or methodologies. The methods and assumptions used in estimating the fair values of financial instruments are based on carrying values and future cash flows. Cash, cash equivalents and restricted cash are stated at cost, which approximates their fair value. The carrying amounts reported in the balance sheet for accounts receivable, accounts payable, and accrued liabilities approximate fair value, due to their short-term maturities. The carrying amounts of the Companyās outstanding borrowings are carried at amortized cost using the effective interest rate method, therefore, are not required to be remeasured and adjusted to the then-current fair values at the end of each reporting period. Instead, the carrying values of the Companyās outstanding borrowings are disclosed at the end of each reporting period in Note 7, Long-Term Debt The Company has outstanding warrants issued for the purchase of common stock. Warrants are classified as a liability, are marked-to-market Warrants on Common Stock Intangible Assets Identifiable intangible assets acquired individually or as part of a group of other assets are initially recognized and measured at cost. The cost of a group of intangible assets acquired in a transaction, including those acquired in a business combination that meet the specified criteria for recognition apart from goodwill, is the sum of the individual assets acquired based on their acquisition date fair values. The cost incurred to enhance the service potential of an intangible asset is capitalized as a betterment. Identifiable intangible assets comprise assets that have a definite life. Customer relationship intangibles are recognized the Customer relationships 10 ā Technology 5 ā 9 years Carrier contracts 10 years Trademarks 9 ā 10 years Non-compete 3 years Internally developed and acquired computer software 3 ā 5 years As of December 31, 2019, the Company determined that there was an indicator of impairment and recognized a $3.9 million impairment on its acquired computer software. As of December 31, 2020, the Company determined that there were no indicators of impairment and did not recognize any impairment of its intangible assets. Goodwill Goodwill represents the excess fair value of consideration transferred over the fair value of the net identifiable assets acquired in business combinations. Goodwill is evaluated annually for impairment or more frequently if impairment indicators are present. A qualitative assessment is performed to determine whether the existence of events or circumstances leads to a determination that it is more likely than not the fair value of the reporting units is less than its carrying amount. Qualitative factors considered are macroeconomics conditions such as geographical location and fluctuations in foreign exchange, industry and market conditions, financial performance, entity-specific events and share price trends. If, based on the evaluation, it is determined that the fair value of the reporting unit is less than the carrying value, then an impairment loss is recognized in an amount equal to that excess, limited to the total amount of goodwill allocated to that reporting unit. Under a quantitative test, the Company obtains a third-party valuation of the fair value of the reporting unit. Assumptions used in the fair value calculation include revenue growth and profitability, terminal values, discount rates, and implied control premium. These assumptions are consistent with those the Company believes hypothetical marketplace participants would use. The Company has not recorded an impairment to goodwill for the years ended December 31, 2020 and 2019, respectively. Deferred Financing Fees Deferred financing fees consist principally of debt issuance costs which are being amortized using the effective interest method over the terms of the related debt agreements and are presented in the consolidated balance sheets as direct deductions from long-term debt. Issuance costs for revolving credit facilities are recorded in other long-term assets in the consolidated balance sheets and are amortized over the term of the agreement using the straight-line method. Impairment of Long-Lived Assets The Company reviews long-lived assets, such as property and equipment, and purchased intangibles subject to amortization, for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to the estimated undiscounted future cash flows expected to be generated by the asset. If the carrying amount of an asset exceeds its estimated future cash flows, an impairment charge is recognized for the amount by which the carrying amount of the asset exceeds the fair value of the asset. Assets to be disposed of by sale would be separately presented in the consolidated balance sheet and reported at the lower of the carrying amount or fair value less costs to sell and are no longer depreciated. The assets and liabilities of a group classified as held for sale would be presented separately in the appropriate asset and liability sections of the consolidated balance sheet. There were no assets classified as held for sale at any of the balance sheet dates presented. Income Taxes The Company provides for income taxes under the Earnings (Loss) Per Share The Company calculates basic and diluted earnings/(loss) per common share. Basic earnings/(loss) per share is calculated by dividing earnings/(loss) for the period by the weighted-average common shares outstanding for the period including outstanding warrants. Diluted earnings/(loss) per share includes the effect of dilutive instruments and uses the average share price for the period in determining the number of shares that are to be added to the weighted-average number of shares outstanding. Cumulative dividends on preferred shares are subtracted from net income/(loss) to arrive at earnings/(loss) attributable to common stockholders. In periods of net income, the Company allocates net income to the common shares under the two-class Long Term Cash Incentive Plan The Company has a Long-Term Cash Incentive Plan (the āPlanā). The purpose of the Plan is to provide a long-term retention and added compensation reward structure for key employees considered essential to the long-term growth and financial success of the Company. The Plan is intended to provide cash-based incentives conditioned on the attainment of one or more Performance Conditions, as defined in the Plan for one or more Plan years, as established by the Board of Directors. As of December 31, 2020, realization events have not occurred and, accordingly, no expense was recorded. Warrants The Company accounts for its warrants that were issued with other equity instruments as separate, freestanding financial instruments in accordance with the applicable authoritative accounting guidance. In the event the terms of the warrants qualify as a liability, the Company accounts for the instrument as a liability recorded at fair value each reporting period. Advertising The Company expenses advertising costs as incurred. Advertising expense was $0.1 million and $0.1 million for the years ended December 31, 2020 and 2019, respectively. Stock-Based Compensation As of December 31, 2020, the Company had a share-based compensation plan, which is more fully described in Note 10, Share-Based Payment and Related Stock Option Plan, Comprehensive Income (Loss) and Accumulated Other Comprehensive Loss The Company has included the consolidated statements of operations and comprehensive loss in the accompanying consolidated financial statements, which include the effects of the translation of currency for foreign operations. No amounts have been reclassified out of Accumulated Other Comprehensive Loss, during the years presented in the consolidated financial statements. Recently Adopted and Issued Accounting Pronouncements In January 2017, the FASB issued Accounting Standards Update (āASUā) 2017-04, 2017-04 2017-04 2017-04 In February 2016, the issued FASB ASU 2016-02, Leases 2018-10 , Codification Improvements to ASC 2016-02 Leases 2016-02. 2018-11, Leases: Targeted Improvements not-for-profits not-for-profits 2020-03, Codification Improvements to Financial Instruments, Leases 2016-02. 2020-05, Revenue from Contracts with Customers and Leases beginning after December 15, 2021, and interim periods within fiscal years beginning after December 15, 2022. right-of-use In June 2016, the FASB issued ASU 2016-13, Instruments ā Revenue from Contracts with Customers 2018-19, Codification Improvements to Topic 326, Financial Instruments ā Credit Losses 2016-13. In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform: Facilitation of the Effects of Reference Rate Reform on Financial Reporting, |
Business Combination
Business Combination | 12 Months Ended |
Dec. 31, 2020 | |
Business Combinations [Abstract] | |
Business Combination | NOTE 3 ā BUSINESS COMBINATION Integron LLC On November 22, 2019, the Company acquired 100% of the outstanding share capital of lntegron LLC, a provider of specialized managed services and device solutions with a focus in connected health and life sciences for customers in the United States and Europe. This acquisition further enhances the strategic position of the Company as the global leader in enabling powerful IoT solutions for the largest global organizations. The acquisition was accounted for using the acquisition method of accounting, and assets and liabilities were recognized at their fair value as of the date of acquisition. The transaction was funded by amendment to the existing credit facility between the Company and UBS Bank (UBS) via a term loan in the amount of $35.0 million, and the issuance of the equivalent of 573,016 shares of the Companyās common stock with a fair value of $7.0 million. Transaction costs for legal, consulting, accounting, and other related costs incurred in connection with the acquisition of lntegron LLC were $0.7 million for the year ended December 31, 2019. The following table summarizes the purchase price allocation including the consideration paid for lntegron LLC, the recognized amounts of assets acquired, and liabilities assumed on November 22, 2019: (in ā000) Amount Cash paid to sellers $ 37,500 Common stock issued to sellers 7,000 Total consideration $ 44,500 Cash 12 Accounts receivable 7,776 Inventories 489 Prepaid expenses and other receivables 341 Property, plant and equipment 458 Identifiable intangible assets 32,000 Deferred tax liabilities (1,285 ) Accounts payable and accrued liabilities (1,818 ) Net identifiable assets acquired 37,973 Goodwill (excess of consideration transferred over net identifiable assets acquired) $ 6,527 The consolidated statements of operations and comprehensive loss reflect the operations of the combined entity, beginning on the acquisition date, November 22, 2019. Goodwill arises largely from the growth potential that exists and efficiencies that will be realized under the Companyās new strategic objectives. The total consideration for the acquisition was $44.5 million, including $37.5 million in cash and $7.0 million in rollover equity. The fair value of the equity consideration represented the issuance of 573,016 common shares of the Companyās stock to Integronās former shareholders, in the amount of approximately $12 per share. The fair value of accounts receivable, other assets, accounts payable and accrued liabilities approximates the carrying amount of those assets and liabilities, at the acquisition date. Identifiable intangible assets acquired by the Company include customer relationships, trademark, and current technology. The customer relationships, trademark, and current technology are amortized on a straight-line basis over their estimated useful lives of 5 to 13 years. The fair values and useful lives of the identified intangible assets were primarily determined by using several significant unobservable inputs such as forecasted cash flows, discount rate, attrition rates, and royalty rates. The goodwill attributable to the Integron Acquisition is deductible for tax purposes. The Company recorded a measurement period adjustment resulting from a working capital shortfall settled with the sellers through escrowed consideration being returned to the Company in May 2020. The adjustment is recognized as a reduction of goodwill in the amount of $0.4 million. There were no income effects that would have been recognized in previous periods if the adjustment to provisional amounts were recognized as of the date of acquisition. Unaudited pro forma information Had the acquisition of Integron been completed on January 1, 2019, net revenue are non-recurring pro |
Revenue Recognition
Revenue Recognition | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Revenue from Contract with Customer [Abstract] | ||
Revenue Recognition | NOTE 3 ā REVENUE RECOGNITION The Company recognized all deferred million for the three and nine months ended September 30, 2021, respectively. The Company does not have material unfulfilled performance obligation balances for contracts with an original length greater than one year in any periods presented. Additionally, the Company does not have material costs related to obtaining a contract with amortization periods greater than one year for any period presented. Th e ā¢ Exemption to not disclose the unfulfilled performance obligation balance for contracts with an original length of one year or less. ā¢ Practical expedient to recognize the incremental costs of obtaining a contract as an expense when incurred if the amortization period of the asset that the entity otherwise would have recognized is one year or less. ā¢ Election to present revenue net of sales taxes and other similar taxes. ā¢ Election from recognizing shipping and handling activities as a separate performance obligation. ā¢ Practical expedient not requiring the entity to adjust the promised amount of consideration for the effects of a significant financing component if the entity expects, at contract inception, that the period between when the entity transfers a promised good or service to a customer and when the customer pays for that good or service will be one year or less. Contract Balances Deferred revenue as of September 30, 2021 and December 31, 2020, was $6.8 million and $7.8 million, respectively, and primarily relates to revenue that is recognized over time for IoT in-transit Disaggregated Revenue Information The Company views the following disaggregated disclosures as useful to understand the composition of revenue recognized during the respective three-month and nine-month reporting periods: Three months ended Nine months ended (in ā000) 2021 2020 2021 2020 Connectivity* $ 40,738 $ 37,932 $ 122,444 $ 111,583 Hardware Sales 19,221 9,345 40,602 23,276 Hardware Sales - bill-and-hold 229 2,476 3,451 5,908 Deployment services, professional services and other 7,690 5,504 17,422 15,530 Total $ 67,878 $ 55,257 $ 183,919 $ 156,297 * Includes connectivity-related revenue from IoT Connectivity and IoT Solutions Significant Customer The Company has one customer representing 28% and 18% of the Companyās total revenue for the three months ending September 30, 2021 and September 30, 2020, respectively, and 21% and 16% of the Companyās total revenue for the nine months ending September 30, 2021, and September 30, 2020, respectively. | NOTE 4 ā REVENUE RECOGNITION Contract Balances Deferred revenue (current portion) as of December 31, 2020 and December 31, 2019 was $7.8 million and $6.1 million, respectively, and primarily relates to revenue that is recognized over time for IoT in-transit Disaggregated Revenue Information The Company views the following disaggregated disclosures as useful to understanding the composition of revenue recognized during the respective reporting periods: (in ā000) December 31, December 31, Connectivity* $ 152,996 $ 147,927 Hardware Sales 29,601 8,767 Hardware Sales ā bill-and-hold 11,314 960 Deployment services, professional services and other 19,849 11,498 Total $ 213,760 $ 169,152 * Includes connectivity-related revenue from IoT Connectivity and IoT Solutions Significant Customer The Company has one customer representing 16.7% of the Companyās total revenue for the year ending December 31, 2020. No individual customer had revenue greater than 10% of the Companyās total revenue for the year ended December 31, 2019. The Company has one customer representing 20.1% of the Companyās total accounts receivable as of December 31, 2020. The Company believes it is not exposed to significant risk due to the financial strength of this customer and their historical trend of on-time |
Reverse Recapitalization
Reverse Recapitalization | 9 Months Ended |
Sep. 30, 2021 | |
Reverse Recapitalization [Abstract] | |
Reverse Recapitalization | NOTE 4 ā REVERSE RECAPITALIZATION On September 30, 2021, pre-combination Immediately following the Business Combination, there were 71,810,419 shares of common stock with a par value of $0.0001. Additionally, there were outstanding warrants to purchase 8,911,744 shares of common stock. The Business Combination was accounted for as a reverse recapitalization in accordance with GAAP as pre-combination KORE was determined to be the accounting acquirer. Under this method of accounting, while CTAC was the legal acquirer, it has been treated as the āacquiredā company for financial reporting purposes. Accordingly, the Business Combination was treated as the equivalent of pre-combination KORE issuing stock for the net assets of CTAC, accompanied by a recapitalization. The net assets of CTAC were stated at historical cost, with no goodwill or other intangible assets recorded. Operations prior to the Business Combination are those of pre-combination KORE. Reported shares and earnings per share available to holders of the Companyās common stock, prior to the Business Combination, have been retroactively restated to reflect the exchange ratio established in the Business Combination (approximately one pre-combination KORE share to The most significant change in the post-combination Companyās reported financial position and results was an increase in cash, net of transactions costs, paid at close of $63.2 million including: $225.0 million in gross proceeds from the private placements (the āPIPEā), $20.0 million in proceeds from CTAC after redemptions, $95.1 million in proceeds from the Backstop Notes (see Note 5), and payments of $229.9 million to KOREās preferred shareholders. In connection with the Business Combination, $19.0 million of transaction costs were paid on the Closing Date. The Company overpaid certain underwriting costs by $4.0 million on the Closing Date. The Company recorded the receivable related to this overpayment within prepaid expenses and other receivables in the Condensed Consolidated Balance Sheets as of September 30, 2021. The Company received payment of this amount subsequent to September 30, 2021. Additionally, on the Closing Date, the Company repaid the Senior Secured Revolving Credit Facility with UBS of $25 million. The Company also repaid the outstanding related party loans due to Interfusion B.V and T-Fone The Company incurred $ million in transaction costs relating to the Business Combination, of which $ million has been recorded against additional paid-in capital in the Condensed Consolidated Balance Sheets and the remaining amount of $ million was recognized as selling, general and administrative expenses on the Condensed Consolidated Statements of Operations for the three and nine months ended September 30, 2021. Upon closing of the Business Combination, the shareholders of CTAC, including connection with the Closing, The number of shares of Class A common stock issued immediately following the consummation of the Business Combination were: Shares Percentage Pre-combination KORE shareholders 38,767,500 54.0 % Public stockholders 10,356,593 14.4 % Private offering and merger financing 22,686,326 31.6 % Total 71,810,419 100.0 % |
Property and Equipment
Property and Equipment | 12 Months Ended |
Dec. 31, 2020 | |
Property, Plant and Equipment [Abstract] | |
Property Plant and Equipment | NOTE 5 ā PROPERTY AND EQUIPMENT Major classes of property and equipment consist of the following: (in ā000) December 31, December 31, Computer hardware $ 13,634 $ 11,383 Computer software 8,211 7,907 Furniture and fixtures 2,284 2,170 Networking equipment 8,151 6,537 Leasehold improvements 2,803 2,739 Total property and equipment 35,083 30,736 Less: accumulated depreciation (21,374 ) (15,425 ) Property and equipment (Net) $ 13,709 $ 15,311 |
Short-Term and Long-Term Debt
Short-Term and Long-Term Debt | 9 Months Ended |
Sep. 30, 2021 | |
Debt Disclosure [Abstract] | |
Short-Term and Long-Term Debt | NOTE 5 ā SHORT-TERM AND LONG-TERM DEBT Term Loan - UBS On December 21, 2018, the Company entered into a l On November 12, 2019, the Company amended its term loan with UBS in order to raise an additional $35.0 million. Under the amended agreement, the maturity date of the term loan and interest rate remained unchanged. However, the quarterly principal repayment changed to $0.8 million. The principal and quarterly interest are paid on the last business day of each quarter, except at maturity. As a result of this debt modification, the Company incurred $1.5 million in debt issuance costs, which was capitalized and is being amortized over the remaining term of the loan along with the unamortized debt issuance costs of the original debt. The Companyās principal outstanding balances on the UBS Term Loan were $306.6 million and $309.0 million as of September 30, 2021 and December 31, 2020, respectively. Senior Secured Revolving Credit Facility - UBS On December 21, 2018, the Company entered into a $30 million revolving credit facility with UBS. As of September 30, 2021 and December 31, 2020, no outstanding amounts were drawn on the revolving credit facility. Immediately prior to the Business Combination, the Company had an outstanding balance on the revolving credit facility of $25 million, which was paid off in full at the close of the transaction on September 30, 2021. Borrowings under the revolving debt facility bear interest at a floating rate which can be, at the Companyās option, either (1) a LIBOR rate for a specified interest period plus an applicable margin of up to 5.50% or (2) a base rate plus an applicable margin of up to 4.5%. After the Closing Date, the applicable margins for LIBOR rate and base rate borrowings are each subject to a reduction to 5.25% and 4.25%, respectively, if the Company maintains a total leverage ratio of less than or equal to 5.00:1.00. The LIBOR rate applicable to the revolving credit facility is subject to a āfloorā of 0.0%. Additionally, the Company is required to pay a commitment fee of up to 0.50% per annum of the unused balance. Term Loan - BNP Paribas The loan matured in January 2021 Bank Overdraft Facility ā BNP Paribas Fortis N.V. On October 8, 2018, a Belgium subsidiary of the Company entered into a ā¬250,000 bank overdraft facility with BNP Paribas Fortis. As of September 30, 2021 and December 31, 2020, the Company had ā¬0 drawn on the revolving credit facility. Borrowings under the bank overdraft facility have an indefinite term. Borrowings under the bank overdraft facility bear interest at a floating rate which is a base rate plus an applicable margin of up to 2.0%. The base fee amounts to 9.4% as of September 30, 2021 and is variable. Any overages are charged against a percentage of 6% on a yearly basis. There is no commitment fee payable for the unused balance of the bank overdraft facility. Backstop Agreement On September 30, 2021, KORE Wireless Group Inc. borrowed $95.1 million in exchange for senior unsecured exchangeable notes due 2028 (āBackstop Notesā) pursuant to an indenture (the āIndentureā), dated September 30, 2021, by and among KORE Group Holdings, Inc., KORE Wireless Group Inc. and Fortress Credit Corp. (āFortressā). The Backstop Notes were issued at par, bearing interest at the rate of 5.50% per annum which is paid quarterly, and a maturity of seven per share (the āBase Exchange Rateā) at any time at the option of Fortress. At the Base Exchange Rate, the Backstop Notes are exchangeable into 7.6 million shares of common stock. The Base Exchange Rate may be adjusted for certain dilutive events or change in control events as defined by the Indenture Agreement (the āAdjusted Exchange Rateā). Additionally, if after the -year anniversary of the issuance of the Backstop Notes the Companyās shares are trading at a defined premium to the Base Exchange Rate or applicable Adjusted Exchange Rate, the Company may redeem the Backstop Notes for cash, force an exchange into shares of its common stock at an amount per share based on a time-value make whole table, or settle with a combination of cash and an exchange (the āCompany Optionā). Since the Company may use the Company Option to potentially settle all or part of the Backstop Notes for the cash equivalent of the fair value of the common stock for which the notes may be exchanged, a portion of the proceeds of the Backstop Notes have been allocated to equity, based on the estimated fair value of Backstop Notes had they not contained the exchange features. As of September 30, 2021: the carrying amount of the equity component was $12.5 million, net of allocation issuance costs of $0.2 million; the liability component consisted of principal, unamortized discount, and unamortized issuance costs of $95.1 million, $12.7 million, and $1.5 million, respectively; and the net carrying amount is $80.9 million. The unamortized discount and issuance costs will be amortized through September 30, 2028. The effective interest rate of the liability component is 8.4 The Backstop Agreement contains a customary six-month |
Goodwill and Other Intangible A
Goodwill and Other Intangible Assets | 12 Months Ended |
Dec. 31, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Other Intangible Assets | NOTE 6 ā GOODWILL AND OTHER INTANGIBLE ASSETS The Companyās goodwill balance consists of the following: (in ā000) Amount December 31, 2019 $ 376,000 Integron acquisition 6,527 Measurement period adjustment ā Aspider (98 ) Currency translation (182 ) December 31, 2019 $ 382,247 Measurement period adjustment ā Integron (366 ) Currency translation 868 December 31, 2020 $ 382,749 The Companyās other intangible assets consist of the following: (in ā000) Gross Accumulated Net Customer relationships $ 307,355 $ (143,230 ) $ 164,125 Technology 46,229 (33,394 ) 12,835 Carrier contracts 65,700 (33,918 ) 31,782 Trademarks 15,828 (7,608 ) 8,220 Internally developed and acquired computer software 45,148 (21,908 ) 23,240 Total as of December 31, 2020 $ 480,260 $ (240,058 ) $ 240,203 (in ā000) Gross Accumulated Net Customer relationships $ 306,656 $ (116,655 ) $ 190,001 Technology 45,953 (26,927 ) 19,026 Carrier contracts 65,700 (27,348 ) 38,352 Trademarks 15,721 (5,955 ) 9,766 Internally developed and acquired computer software 34,176 (14,419 ) 19,757 Total as of December 31, 2019 $ 468,206 $ (191,304 ) $ 276,902 Amortization expense for the years ended December 31, 2020 and 2019 was $48.0 million and $43.4 million, respectively. The following table shows the weighted average remaining useful lives per intangible asset category as of December 31, 2020. Years Customer relationships 6.7 Technology 4.1 Carrier contracts 4.9 Trademarks 5.1 Internally developed and acquired computer software 5.2 The following table shows the estimated amortization expense for the next five years and thereafter as of December 31, 2020. (in ā000) Amount 2021 $ 46,304 2022 44,615 2023 41,735 2024 37,020 2025 34,482 Thereafter 36,047 Total $ 240,203 Impairment of Internally Developed Computer Software During the year ended December 31, 2019, the Company recorded a $3.9 million impairment |
Long-Term Debt
Long-Term Debt | 12 Months Ended |
Dec. 31, 2020 | |
Debt Disclosure [Abstract] | |
Long-term Debt | NOTE 7 ā LONG-TERM DEBT The fair values of the Companyās outstanding borrowings approximate the carrying values. The following is a summary of long-term debt: (in ā000) December 31, December 31, Term Loan ā UBS $ 308,959 $ 312,112 Term Loan ā BNP Paribas 9 103 Total 308,968 312,215 Less ā current portion 3,161 3,248 Less ā debt issuance cost, net of accumulated amortization of $3.7 million and $1.8 million, respectively 7,403 9,233 Total ā Long-term, net $ 298,404 $ 299,734 The following is the summary of future principal repayments on long-term debt: (in ā000) Amount 2021 $ 3,161 2022 3,153 2023 3,153 2024 299,501 2025 ā Total $ 308,968 Term Loan ā UBS On December 21, 2018, certain of the Companyās subsidiaries entered into a credit agreement with UBS that consisted of a term loan of $280.0 million and a revolving credit facility of $30.0 million. The term loan with UBS required quarterly principal and interest payments with all remaining principal and interest due on December 21, 2024. The term loan had an interest rate of LIBOR plus 5.5%. The revolving credit facility expires on December 21, 2023. The revolving credit facility had an interest rate of Prime plus 4.5%. The revolving credit facility also had a commitment fee of 0.50% of the unused balance. As of December 31, 2020, the Company had no amounts outstanding on the revolving line of credit. On November 12, 2019, the Company amended its term loan with UBS in order to raise an additional $35.0 million. Under the amended agreement, the maturity date of the term loan and interest rate remained unchanged. However, the quarterly principal repayment changed to $0.8 million. The principal and quarterly interest are paid on the last business day of each quarter, except at maturity. The Company used the additional term loan to finance the acquisition of lntegron. The Company drew $8.3 million from its revolving credit facility to support its operations immediately following the acquisition. As a result of this debt modification, the Company incurred $1.5 million in debt issuance costs, which was capitalized and will be amortized over the remaining term of the loan along with the unamortized debt issuance costs of the original debt. The term loan agreement limits cash dividends and other distributions from the Companyās subsidiaries to Maple Holdings Inc. and also restricts the Companyās ability to pay cash dividends to its shareholders. At December 31, 2020, restricted net assets of the consolidated subsidiaries were $299.0 million. The term loan agreement contains, among other things, financial covenants related to maximum total debt to adjusted EBITDA ratio and a minimum total leverage ratio. The Company was in compliance with these covenants for the years ended December 31, 2020 and 2019. The credit agreement is substantially secured by all the Companyās assets. Term Loan ā BNP Paribas The loan matured in January 2021 and beared interest at 2.15% per annum with fixed blended payments of $7,740, which were payable monthly. On January 2, 2021, the Company extinguished the term loan outstanding with BNP Paribas by making the final fixed monthly payment. |
Income Taxes
Income Taxes | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | ||
Income Taxes | NOTE 6 ā INCOME TAXES The Company determines its estimated annual effective tax rate at the end of each interim period based on estimated pre-tax income (loss) and year-to-date pre-tax income (loss) at of significant unusual or extraordinary items are reflected as discrete adjustments in the periods in which they occur. The Companyās estimated annual effective tax rate can change based on the mix of jurisdictional pre-tax income (loss) and The Companyās effective income tax rate was for for the three months ended September 30, 2021 and 2020, respectively. The change in the income tax benefit for the three months ended September 30, 2021 compared to the three months ended September 30, 2020 was primarily due to changes in the jurisdictional mix of earnings and the impact of the change in fair value of warrant liability which is not taxable. The Companyās effective income tax rate was 37.9% and 21.6% for the nine months ended September 30, 2021 and 2020, respectively. The provision for (benefit from) income taxes was $(7,628) and ($5,376) for the nine months ended September 30, 2021 and 2020, respectively. The change in the provision for (benefit from) income taxes for the nine months ended September 30, 2021 compared to the nine months ended September 30, 2020 was primarily due to changes in the jurisdictional mix of earnings and the impact of the change in fair value of warrant liability which is not taxable. The effective income tax rate for the three and nine months ended September 30, 2021 and 2020 differed from the federal statutory rate primarily due to the geographical mix of earnings and related foreign tax rate differential, permanent differences, research and development tax credits, and the valuation allowance maintained against certain deferred tax assets. | NOTE 8 ā INCOME TAXES Income (Loss) before provision (benefit) for income taxes from continuing operations for the years ended December 31, 2020 and 2019 consisted of the following: (in ā000) December 31, December 31, United States $ (25,283 ) $ (27,728 ) Foreign (15,236 ) (8,656 ) Total loss before income taxes $ (40,519 ) $ (36,384 ) The components of the provision (benefit) for income taxes from continuing operations (in ā000) December 31, December 31, Current: Federal $ ā $ (1,136 ) State 546 (44 ) Foreign 505 (270 ) Total current provision (benefit) 1,051 (1,450 ) Deferred: Federal (7,120 ) (8,626 ) State 2,285 (2,117 ) Foreign (1,534 ) (748 ) Total deferred benefit $ (6,369 ) $ (11,491 ) Total benefit $ (5,318 ) $ (12,941 ) The reconciliation between income taxes computed at the U.S. statutory income tax rate to our provision for income taxes for the years ended December 31, 2020 and 2019 are as follows: (in ā000) December 31, December 31, Benefit for income taxes at 21% rate $ (8,509 ) $ (7,641 ) State taxes, net of federal benefit (947 ) (2,161 ) Change in valuation allowance 1,016 ā Rate change 2,856 ā Credits (811 ) (541 ) Permanent differences and other 307 (41 ) Revaluation of warrants 1,572 (49 ) Uncertain tax provision 226 (984 ) Foreign withholding tax 420 ā Foreign rate differential (1,448 ) (1,524 ) Benefit for income taxes $ (5,318 ) (12,941 ) Significant components of the Companyās deferred tax assets (liabilities) as of December 31, 2020 and 2019 are as follows: (in ā000) December 31, December 31, Deferred tax assets: Net operating loss carry-forward $ 10,604 $ 11,618 Credit carry-forward 2,468 1,476 Interest expense limitation carry-forward 7,811 7,087 Non-deductible 520 444 Accruals and other temporary differences 1,047 423 Stock compensation 698 439 Property and equipment 1,089 855 Gross deferred tax assets $ 24,237 $ 22,342 Less valuation allowance (7,164 ) (6,148 ) Total deferred tax assets (after valuation allowance) $ 17,073 $ 16,194 Deferred tax liabilities: Property and equipment (4,089 ) (3,849 ) Intangible assets (49,461 ) (56,329 ) Goodwill (6,241 ) (4,894 ) Total deferred tax liabilities $ (59,791 ) $ (65,072 ) Net deferred tax liabilities $ (42,718 ) $ (48,878 ) The valuation allowance increased by $1.0 million during 2020, primarily as the result of an increase in foreign tax attributes deemed not realizable. In determining the need for a valuation allowance, the Company has given consideration to its cumulative income or loss position on a jurisdiction basis when assessing the weight of the sources of taxable income that can be used to support the realization of deferred tax assets. The Company has assessed, on a jurisdictional basis, the available means of recovering deferred tax assets, including the ability to carry-back net operating losses, the existence of reversing temporary differences, the availability of tax planning strategies and available sources of future taxable income. The Company has also considered the ability to implement certain strategies that would, if necessary, be implemented to accelerate taxable income and use expiring deferred tax assets. The Company believes it is able to support the deferred tax assets recognized as of the end of the year based on all of the available evidence. As of December 31, 2020, the Company has U.S. federal and state tax net operating loss carryforwards of approximately $7.5 million and $36.5 million respectively, which may be available to offset future income tax liabilities and expire at various dates beginning in 2032 through 2040. Additionally, the Company has U.S. federal and state tax net operating loss carryforwards of approximately $1.2 million and $13.6 million, respectively, which carryforward indefinitely. Additionally, the Company has generated $28.7 million of foreign operating loss carryforwards which expire at various dates. As of December 31, 2020, the Company has U.S. federal research and development tax credit carry-forwards of $1.8 million which expire beginning in 2035 through 2040. Additionally, the Company has $0.4 million of foreign research and development tax credit carry-forwards that do not expire. Due to provisions of the Tax Cuts and Jobs Act of 2017, the Company has a carry-forward of disallowed interest expense of $32.2 million, which has an indefinite carry-forward period. Utilization of the NOL carryforwards may be subject to limitation under Section 382 of the Internal Revenue Code of 1986 due to ownership change limitations that have occurred previously or that could occur in the future. These ownership changes may limit the amount of interest expense limitation, NOL, and tax credit carryforwards that can be utilized annually to offset future taxable income and tax, respectively. For taxable years beginning after January 1, 2018, taxpayers are subjected to the global intangible low-taxed As of December 31, 2020, the Company has not provided U.S. taxes on the undistributed earnings of its foreign subsidiaries that it considers indefinitely reinvested. This indefinite reinvestment determination is based on the future operational and capital requirements of the Companyās domestic and foreign operations. The Company expects that the cash held by its foreign subsidiaries of $4.4 million as of December 31, 2020, will continue to be used for its foreign operations and, therefore, does not anticipate repatriating these funds. The Company conducts business globally and, as a result, its subsidiaries file income tax returns in U.S. federal and state and various foreign jurisdictions. In the normal course of business, the Company may be subject to examination by taxing authorities throughout the world, including such major jurisdictions as Australia, Canada, Malta, the Netherlands, the United Kingdom, and the United States. Since the Company is in a loss carry-forward position, the Company is generally subject to U.S. federal and state income tax examinations by tax authorities for all years for which a loss carry-forward is generated and remains unutilized. As of December 31, 2020, the Company is not under income tax examination in any jurisdiction. During the ordinary course of business, there are many transactions and calculations for which the ultimate tax determination is uncertain. The Company establishes reserves for tax-related The following table presents a reconciliation of the total amounts of unrecognized tax benefits, excluding interest and penalties, included on the balance sheet. (in ā000) December 31, December 31, Unrecognized tax benefits at the beginning of the year $ 3,658 $ 4,508 Additions for tax positions of current year Additions for tax positions of prior years 209 Reductions for tax positions of prior years (850 ) Expirations statutes of limitation Unrecognized tax benefits at the end of the year $ 3,867 $ 3,658 If the unrecognized tax benefit balance as of December 31, 2020 were recognized, it would decrease the Companyās effective tax rate. The Company does not anticipate any material changes to its unrecognized tax benefits within the next 12 months. The Company recognizes interest and penalties accrued related to unrecognized tax benefits as income tax expense. During the years ended December 31, 2020 and 2019 the Company recognized $17 and ($133) in interest and penalties, respectively. The Company had $17 and $0 of interest and penalties accrued at December 31, 2020 and 2019, respectively. The CARES Act was enacted on March 27, 2020. The CARES Act is an emergency economic stimulus package that includes spending and tax cuts to strengthen the United States economy and fund a nationwide effort to curtail the effect of COVID-19. COVID-19 |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | ||
Commitments and Contingencies | NOTE 7 ā COMMITMENTS AND CONTINGENCIES Operating Leases The Company leases various office spaces under non-cancellable The future minimum lease payments under operating leases as of September 30, 2021 for the next five years is as follows: (in ā000) Amount From October 1, 2021 to December 31, 2021 $ 781 2022 2,437 2023 1,448 2024 1,076 2025 749 Thereafter 2,157 Total $ 8,648 Off-Balance-Sheet The Company has standby letters of credit and bank guarantees of $0.4 million as of September 30, 2021 and December 31, 2020, respectively. These contingent liabilities are secured by highly liquid instruments included in restricted cash. Purchase Obligations The Company has vendor commitments primarily relating to carrier and open purchase obligations that the Company incurs in the ordinary course of business. As of September 30, 2021, the purchase commitments were as follows: (in ā000) Amount From October 1, 2021 to December 31, 2021 $ 15,195 2022 6,871 2023 1,286 2024 1,286 2025 1,286 Total $ 25,924 Legal Proceedings From time to time, the Company is involved in litigation arising out of the ordinary course of our business. There are no material legal proceedings, other than ordinary routine litigation incidental to the business, to which the Company or any of the Companyās subsidiaries are a party or of which any of the Company or the Companyās subsidiariesā property is subject. | NOTE 9 ā COMMITMENTS AND CONTINGENCIES Operating Leases The Company leases various office spaces under non-cancellable The future minimum lease payments under operating leases as of December 31, 2020 for the next five years and thereafter is as follows: (in ā000) Amount 2021 $ 2,401 2022 1,895 2023 942 2024 566 2025 218 Total $ 6,022 Capital Leases The Company has capital lease obligations in the Netherlands for hardware and software leases. Payments range from $667 to $43,146 per month with maturity dates that expire from March 2021 to May 2025. The future minimum lease payments under capital leases as of December 31, 2020 for the next five years is as follows: (in ā000) Amount 2021 $ 903 2022 243 2023 155 2024 130 2025 30 Total minimum lease payments $ 1,461 Interest expense (97 ) Total $ 1,364 Off-Balance-Sheet The Company has standby letters of credit and bank guarantees of $0.4 million and $0.4 million for the years ended December 31, 2020 and 2019, respectively. These contingent liabilities are secured by highly liquid instruments included in restricted cash. Purchase Obligations The Company has vendor commitments primarily relating to connectivity services that the (in ā000) Amount 2021 $ 24,317 2022 8,351 2023 1,351 2024 1,351 2025 1,351 Total $ 36,721 The Company previously entered into a purchase commitment with T-Mobile (āT-Mobileā) T-Mobile Legal Proceedings From time to time, the Company is involved in litigation arising out of the ordinary course of our business. There are no material legal proceedings, other than ordinary routine litigation incidental to the business, to which the Company or any of the Companyās subsidiaries are a party or of which any of the Company or the Companyās subsidiariesā property is subject. |
Prepaid and Other Receivables
Prepaid and Other Receivables | 9 Months Ended |
Sep. 30, 2021 | |
Prepaid And Other Receivables [Abstract] | |
Prepaid and Other Receivables | NOTE 8 ā PREPAID AND OTHER RECEIVABLES Prepaid Expenses and Other Receivables The Companyās prepaid expenses and other receivables consist of the following: September 30, 2021 December 31, Prepaid Deposits $ 4,906 $ 1,734 Prepaid Expenses 5,598 3,695 Other Receivables 4,036 ā Total Prepaid Expenses and Other Receivables $ 14,540 $ 5,429 |
Temporary Equity and Stockholde
Temporary Equity and Stockholders' Equity | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Stockholders' Equity Note [Abstract] | ||
Temporary Equity and Stockholders' Equity | NOTE 9 ā TEMPORARY EQUITY AND STOCKHOLDERSā EQUITY The Company operates subject to the terms and conditions of the Amended and Restated Certificate of Incorporation (the āCertificate of Incorporationā) dated September 30, 2021. Capital Stock As of September 30, 2021; the Company authorized up to 350,000,000 shares of capital stock, consisting of 315,000,000 shares of common stock and 35,000,000 shares of preferred stock. As of September 30, 2021, 71,810,419 shares of common stock and zero shares of preferred stock were issued and outstanding. Series A Preferred Stock The Board authorized up to 7,765,229 Series A preferred shares. As of September 30, 2021 and December 31, 2020, there were zero and 7,756,158 Series A preferred shares issued and outstanding, respectively. The shares were issued at a discount of 2%. Series A preferred shareholders are entitled to receive a cumulative preferred dividend at the rate of thirteen percent (13%) per year on the sum of the par value plus unpaid preferred dividends through the date of such distribution on a pari passu basis with Series A-1 and in preference to all other shareholders. The Company had the option to redeem the Series A preferred shares for par value plus unpaid preferred dividends. Series A preferred shareholders had an option to put the shares back to the Company for par value plus unpaid preferred dividends on or after April , . The Company determined that the put option is a redemption event not solely within the control of the Company. Therefore, the Series A preferred stock is classified outside of permanent equity (i.e., temporary equity) and presented at its redemption value. Upon closing of the Business Combination, all Series A preferred shares were settled with a redemption value of $ million in cash. The Company no longer had shares of Series A Preferred Stock authorized, issued or outstanding as of September 30, 2021. The terms and rights of the Series A Preferred Stock described previously represent the terms and rights prior to the closing of the Business Combination. Series A-1 The Board authorized up to 10,480,538 Series A-1 A-1 A-1 A-1 A-1 A-1 A-1 million. Certain Series A-1 preferred shareholders elected to received shares of common stock of the Company in lieu of cash. The Company no longer had shares of Series A-1 Preferred Stock authorized, issued or outstanding as of September 30, 2021. The terms and rights of the Series A-1 Preferred Stock described previously represent the terms and rights prior to the closing of the Business Combination. Series B Preferred Stock The Board authorized up to 9,090,975 Series B preferred shares. As of September 30, 2021 and December 31, 2020, there were zero and 9,090,975 Series B preferred shares issued and outstanding, respectively. Series B preferred shareholders are entitled to receive a cumulative preferred dividend at the rate of ten percent (10%) per year on the sum of the unreturned par value plus unpaid preferred dividends through the date of such distribution on a pari passu basis with Series A and Series A-1 A summary of the accumulated but unpaid preferred dividends for the Series A, Series A-1 (in ā000) Series A Series A-1 Series B Accumulated and unpaid, December 31, 2020 $ 34,812 $ 18,608 $ 33,910 Accumulated 2,486 2,666 2,241 Distributed ā ā ā Accumulated and unpaid, March 31, 2021 $ 37,298 $ 21,274 $ 36,151 Accumulated 2,514 2,695 2,323 Distributed ā ā ā Accumulated and unpaid, June 30, 2021 $ 39,812 $ 23,969 $ 38,474 Accumulated 2,656 2,880 2,361 Distributed (42,468 ) (26,849 ) (40,835 ) Accumulated and unpaid, September 30, 2021 $ ā $ ā $ ā (in ā000) Series A Series A-1 Series B Accumulated and unpaid, December 31, 2019 $ 25,610 $ 8,794 $ 25,338 Accumulated 2,216 2,359 2,053 Distributed ā ā ā Accumulated and unpaid, March 31, 2020 $ 27,826 $ 11,153 $ 27,391 Accumulated 2,215 2,359 2,104 Distributed ā ā ā Accumulated and unpaid, June 30, 2020 $ 30,041 $ 13,512 $ 29,495 Accumulated 2,385 2,548 2,180 Distributed ā ā ā Accumulated and unpaid, September 30, 2020 32,426 16,060 31,675 The redemption value of Series A, Series A-1 Series C Convertible Preferred Stock The Board authorized up to 6,872,894 Series C convertible preferred shares. As of September 30, 2021 and December 31, 2020, there were zero and 2,566,186 Series C convertible preferred shares issued and outstanding, respectively. Subordinate to the payment of dividends to Series A, Series A-1 catch-up, Series C convertible preferred shares are convertible at any time, at the option of the holder, into common stock at a rate of 1 to 1 initially, subject to adjustments for dilution. Upon closing of the Business Combination, 16,802 shares of Series C Convertible Preferred Stock (pre-combination) | NOTE 10 ā TEMPORARY EQUITY AND STOCKHOLDERSā EQUITY The Company operates subject to the terms and conditions of the Certificate of Incorporation of Maple Holdings Inc. (the āCertificate of Incorporationā) dated September 18, 2019. The Certificate of Incorporation provides for overall management and control of the Company to be vested in the Board of Directors (the āBoardā). The shareholdersā interests are represented by five classes: common stock, Series A preferred stock, Series A-1 A-1 Common Stock The Board authorized the equivalent of up to 55,659,643 shares of common stock. As of December 31, 2020, and 2019, 30,281,520 and 30,309,350 shares are issued and outstanding, respectively. Series A Preferred Stock The Board authorized the equivalent of up to 7,765,229 Series A preferred shares. As of December 31, 2020, and 2019, there are 7,756,158 and 6,836,003 Series A preferred shares issued and outstanding, respectively. The shares were issued at a discount of 2%. Series A preferred shareholders are entitled to receive a cumulative preferred dividend at the rate of thirteen percent (13%) per year on the sum of the par value plus unpaid preferred dividends through the date of such distribution on a pari passu basis with Series A-1 Series A-1 The Board authorized the equivalent of up to 10,480,538 Series A-1 preferred shares. As of December 31, 2020, and 2019, there are 7,862,107 and 6,949,524 Series A-1 preferred shares issued and outstanding, respectively. The shares were issued at a discount of 2%. Series A-1 A-1 A-1 A-1 A-1 A-1 Series B Preferred Stock The Board authorized the equivalent of up to 9,090,975 Series B preferred shares. As of December 31, 2020, and 2019, there are 9,090,975 and 8,233,774 Series B preferred shares issued and outstanding, respectively. Series B preferred shareholders are entitled to receive a cumulative preferred dividend at the rate of ten percent (10%) per year on the sum of the unreturned par value plus unpaid preferred dividends through the date of such distribution on a pari passu basis with Series A and Series A-1 A summary of the accumulated but unpaid dividends for the Series A, Series A-1 (in ā000) Series A Series A-1 Series B Accumulated and unpaid, December 31, 2018 $ 17,520 $ 226 $ 17,594 Accumulated 8,090 8,568 7,744 Distributed ā ā ā Accumulated and unpaid, December 31, 2019 $ 25,610 $ 8,794 $ 25,338 Accumulated 9,202 9,814 8,572 Distributed ā ā ā Accumulated and unpaid, December 31, 2020 $ 34,812 $ 18,608 $ 33,910 Series C Convertible Preferred Stock The Board authorized the equivalent of A-1 1.5X in catch-up, Series C preferred shares are convertible at any time, at the option of the holder, into common stock at a rate of 1 to 1 initially, subject to adjustments for dilution. Distribution Preference Distributions are authorized at the discretion of the Board. Distributions shall be made first to the holders of Series A, Series A-1 Distributions shall be made second to the holders of Class C convertible preferred stock, ratably among such holders based on the relative aggregate unpaid dividends with respect to all outstanding preferred shares held by each such holder immediately prior to such distribution, until the aggregate unpaid dividends for the preferred shares has been reduced to $0. Distributions shall be made third to the holders of common stock, ratably among such holders of a Common Catch Up Amount, as defined in the Certificate of Incorporation. Distributions will then be made to holders of Series C convertible preferred and common stock in proportion to their ownership percentages. Liquidation Preference In the event of the dissolution of the Company, the Companyās cash and proceeds obtained from the disposition of the Companyās noncash assets shall be distributed. Distributions shall be made first to the Companyās creditors, to satisfy the liabilities of the Company. The remaining cash will then be distributed first to holders of Series A and Series A-1 |
Share-Based Payment and Related
Share-Based Payment and Related Stock Option Plan | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Share-based Payment Arrangement [Abstract] | ||
Share-Based Payment and Related Stock Option Plan | NOTE 10 ā SHARE-BASED PAYMENT AND RELATED STOCK During 2020, the Company granted awards to certain employees on In connection with the Business Combination a modification in the existing terms of the options was introduced to add contingent cash-settlement feature pursuant to which each option holder entered into option cancellation agreement (āCancellation Agreementsā), whereby option holders agreed to surrender all options outstanding as of the closing of the Business Combination for cancellation effective immediately prior to the closing. In exchange for the cancellation of the vested and unvested options, option holders are entitled to right to receive payment of Option Cash Consideration equal to of value) Stock based compensation expense during the three-month period ended September , , and September , was $ and $ million respectively. Stock based compensation expense during the nine-month period ended September , and September , was $ million and $ million, respectively. The Company has determined its share-based payments to be a Level 3 fair value measurement and has used the Black-Scholes option pricing model to calculate its fair value using the following assumptions: September 30, 2020 Risk-free interest rate 1.58 - 2.47% Expected term (life) of options (in years) 2-4 Expected dividends 0% Expected volatility 67.9 - 86.3% The Company did not grant any awards during the nine month period ended September 30, 2021. The expected term of the options granted are determined based on the period of time the options are expected to be outstanding. The risk-free rate is based on the U.S. Treasury yield curve in effect at the time of grant. In selecting similar entities for determining expected volatility, the Company considered industry, stage of life cycle, size and financial leverage. The dividend yield on the Companyās options is assumed to be zero since the Company has not historically paid dividends. The following is a summary of the Companyās stock options as of September 30, 2021 u Number Weighted Weighted Weighted Balance, December 31, 2020 432,500 $ 15.45 $ 141.53 7.7 Granted ā ā ā ā Exercised ā ā ā ā Forfeited ā ā ā ā Expired ā ā ā ā Cancelled (432,500 ) (15.45 ) (141.53 ) (7.7 ) Balance, September 30, 2021 ā $ ā $ ā ā Number Weighted Weighted Weighted Balance, December 31, 2019 399,151 $ 15.82 $ 141.53 8.4 Granted 64,065 13.50 141.53 ā Exercised ā ā ā ā Forfeited (30,716 ) 15.80 141.53 ā Expired ā ā ā ā Balance, September 30, 2020 432,500 $ 15.45 $ 141.53 7.9 The number of options, weighted average grant date fair value per option, and weighted average exercise price in the table above have been revised from those disclosed in the previously issued unaudited quarterly financial statements for the periods ended September 30, 2021 and 2020 to reflect the exchange ratio implied by the ultimate settlement of the Companyās stock options on the Closing Date. These adjustments had no effect on the Companyās consolidated balance sheets, and statements of operations, comprehensive loss, temporary equity and stockholdersā (deficit) equity, and cash flows for any period presented herein. The Company has concluded that this revision is not material to the unaudited quarterly financial statements for the periods ended September 30, 2021 and 2020. The following is a summary of the Companyās share-based compensation expense during the respective three-month and nine-month reporting periods: Three months ended Nine months ended (in ā000) 2021 2020 2021 2020 Total share-based compensation expense $ 3,933 $ 315 $ 4,564 $ 846 As of September 30, 2021, there was no unrecognized compensation cost related to outstanding stock options. | NOTE 11 ā SHARE-BASED PAYMENT AND RELATED STOCK OPTION PLAN During 2020 and 2019, the Company granted awards to certain employees and board members of the Company. Under the 2014 Equity Incentive Plan (the āPlanā), the board is authorized to grant stock options to eligible employees, and directors of the Company. The fair value of the options is expensed on a straight-line basis over the requisite service period, which is generally the vesting period. Stock based compensation during the years ended December 31, 2020 and 2019 was $1.2 million and $1.7 million, respectively. On March 12, 2021 and in connection with the Business Combination a modification in the existing terms of the options was introduced to add a contingent cash-settlement feature pursuant to which each option holder entered into option cancellation agreement (āCancellation Agreementsā), whereby option holders agreed to surrender all options outstanding as of the closing of the Business Combination for cancellation effective immediately prior to the closing. In exchange for the cancellation of the vested and unvested options, option holders are entitled to right to receive payment of Option Cash Consideration equal to $4,075,000 and Option Share Consideration of 432,500 common shares ($4,325,000 value) in the surviving entity less applicable withholding taxes and without interest, paid on the first payroll cycle following the closing of the Business Combination. The Company has determined its share-based payments to be a Level 3 fair value measurement and has used the Black-Scholes option pricing model to calculate its fair value using the following assumptions: December 31, December 31, Risk-free interest rate 1.58 % 1.58 ā 2.47 % Expected term (life) of options (in years) 2 2 ā 4 Expected dividends 0 % 0 % Expected volatility 86.3 % 67.9 ā 86.3 % The expected term of the options granted are determined based on the period of time the options are expected to be outstanding. The risk-free rate is based on the U.S. Treasury yield curve in effect at the time of grant. In determining similar entities, the Company considered industry, stage of life cycle, size and financial leverage. The dividend yield on the Companyās options is assumed to be zero since the Company has not historically paid dividends. The fair value of the underlying Company options was determined using the Black Scholes method. The following is a summary of the Companyās stock options as of December 31, 2020 and the st o Number of Weighted (Amount) Weighted (Amount) Weighted Average Remaining (Years) Balance, December 31, 2018 414,434 $ 15.80 $ 141.53 9.3 Granted 52,083 15.91 141.53 Exercised ā ā ā Forfeited (67,366 ) 15.80 141.53 Expired ā ā ā Balance, December 31, 2019 399,151 15.82 141.53 8.4 Granted 64,064 13.50 141.53 Exercised ā ā ā Forfeited (30,715 ) 15.80 141.53 Expired ā ā ā Balance, December 31, 2020 432,500 $ 15.45 $ 141.53 7.7 The following is a summary of the Companyās share-based compensation expense as of December 31, 2020 and 2019: (in ā000) December 31, December 31, Total share-based compensation expense $ 1,161 $ 1,682 Unrecognized compensation cost 3,416 3,793 Remaining recognition period (in years) 2.7 3.4 The following is a summary of the Companyās exercisable stock options as of December 31, 2020 and 2019: December 31, 2020 December 31, 2019 Range of exercise prices $ 80.87 ā $202.18 $ 80.87 ā $202.18 Number 153,898 85,110 Weighted average remaining contractual term (in years) 7.3 8.3 Weighted average exercise price $ 141.53 $ 141.53 The fair value of the Companyās vested shares for the |
Warrants on Common Stock
Warrants on Common Stock | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Warrants and Rights Note Disclosure [Abstract] | ||
Warrants on common stock | NOTE 11 ā WARRANTS ON COMMON STOCK KORE Warrants In connection with the sale of Series B preferred stock, pre-combination n The Company evaluated the KORE Warrants for liability or equity classification in accordance with the provisions of ASC 480, Distinguishing Liabilities from Equity 815-40, Derivatives and Hedging 815-10 815-40 Public and Private Placement Warrant As part of CTACās initial public offering (āIPOā) in 2020, CTAC issued warrants to third party investors, and each whole warrant entitles the holder to purchase one share of the Companyās common stock at an exercise price of $11.50 per share (the āPublic Warrantsā). Simultaneously with the closing of the IPO, CTAC completed the private sale of warrants (āPrivate Placement Warrantsā), and each Private Placement Warrant allows the holder to purchase one share of the Companyās common stock at $11.50 per share. Subsequent to the Business Combination, 8,638,966 Public Warrants and 272,778 Private Placement Warrants remained outstanding as of September 30, 2021. Public Warrants may only be exercised for a whole number of common shares. The Public months from the closing of the proposed public offering; provided in each case that the Company has an effective registration statement under the Securities Act covering the common shares issuable upon exercise of the Public Warrants and a current prospectus relating to them is available (or the Company permits holders to exercise their Public Warrants on a cashless basis and such cashless exercise is exempt from registration under the Securities Act). Per the Warrant Agreement, the Company has agreed that as soon as practicable, but in no event later than twenty business days after the closing of the initial Business Combination, the Company will use its commercially reasonable efforts to file with the SEC a registration statement covering the common shares issuable upon exercise of the warrants, and the Company will use its commercially reasonable efforts to cause the same to become effective within business days after the closing of the initial Business Combination, and to maintain the effectiveness of such registration statement and a current prospectus relating to those common shares until the warrants expire or are redeemed, as specified in the warrant agreement provided that if the common shares are at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition of a ācovered securityā under Section (b) of the Securities Act, the Company may, at its option, require holders of Public Warrants who exercise their warrants to do so on a ācashless basisā in accordance with Section (a) of the Securities Act and, in the event the Company so elects, it will not be required to file or maintain in effect a registration statement. If a registration statement covering the common shares issuable upon exercise of the warrants is not effective by the th day after the closing of the initial Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company will have failed to maintain an effective registration statement, exercise warrants on a ācashless basisā in accordance with Section (a) of the Securities Act or another exemption, but the Company will use its commercially reasonable efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. The Public Warrants will expire five years after the completion of the Business Combination or earlier upon redemption or liquidation. The Private Placement Warrants and the common shares issuable upon exercise of the Private Placement Warrants will not be transferable, assignable or salable until 30 days after the completion of the initial Business Combination (except pursuant to limited exceptions to the Companyās officers and directors and other persons or entities affiliated with the initial purchasers of the Private Placement Warrants) and they will not be redeemable by the Company (except as described below under āRedemption of warrants for Class A ordinary shares when the price per common share equals or exceeds $10.00ā) so long as they are held by the Sponsor or its permitted transferees. The Sponsor, or its permitted transferees, has the option to exercise the Private Placement Warrants on a cashless basis. If the Private Placement Warrants are held by holders other than the Sponsor or its permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by the holders on the same basis as the Public Warrant. The Company evaluated the Public Warrants and Private Placement Warrants for liability or equity classification in accordance with the provisions of ASC 480, Distinguishing Liabilities from Equity 815-40, Derivatives and Hedging 815-10 815-40 paid-in Initial Measurement The KORE Warrants were initially measured at fair value. The estimated fair value of the warrants prior to entering into an Agreement and Plan of Merger with CTAC on March 12, 2021, was determined to be a Level 3 fair value measurement. The fair value of each KORE Warrant was approximately the fair value per share of common stock. The aforementioned warrant liabilities related to KORE Warrants are not subject to qualified hedge accounting. The Public and Private Placement Warrants were initially measured at fair value. The fair value of the Public Warrants as of September 30, 2021, based on the closing price of KORE.WS, was closed to additional paid-in capital. As the transfer of Private Placement Warrants to anyone outside of a small group of individuals who are permitted transferees would result in the Private Placement Warrants having substantially the same terms as the Public Warrants, the Company determined that the fair value of each Private Placement Warrant is equivalent to that of each Public Warrant, with an insignificant adjustment for short-term marketability restrictions. As such, the Private Placement Warrants are classified as Level 2. As of September 30, 2021, the aggregate values of the Private Placement Warrants and Public Warrants were $0.3 million and $8.6 million, respectively, based on the closing price of KORE.WS on that date of $1.00. Subsequent Measure: The KORE Warrants were converted to common stock through the Business Combination and are no longer outstanding. The Private Placement Warrants are measured at fair value on a recurring basis. The Private Placement Warrants are classified as Level 2, with subsequent measurement of fair value based on the closing price of KORE.WS on the relevant date. The Public Warrants are equity classified not requiring subsequent measurement. The change in fair value of the warrant liability for the three months ended September 30, 2021 and September 30, 2020 was ($2.9) million and $0.7 million, respectively. The change in fair value of the warrant liability for the nine months ended September 30, 2021 and September 30, 2020 was ($5.3) million and $3.5 million, respectively. | NOTE 12 ā WARRANTS ON COMMON STOCK In connection with the sale of Series B preferred stock, the Company issued warrants for the purchase of common stock at an exercise price of $0.01 per warrant. As of December 31, 2020, and 2019, there are 9,814 warrants issued and outstanding. Warrants are exercisable at any time, at the option of the holder, into common stock at a rate of approximately 1,365,312 of common stock of the Company. The Company evaluated the warrants for liability or equity classification in accordance with the provisions of ASC 480, Distinguishing Liabilities from Equity 815-40, Derivatives and Hedging 815-10 815-40 The Company has determined its warrants to be a Level 3 fair value measurement. The fair value of each warrant is approximately the fair value of common shares. |
Net Loss Per Share
Net Loss Per Share | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Earnings Per Share [Abstract] | ||
Net Loss Per Share | NOTE 12 ā NET LOSS PER SHARE The Company follows the two-class two-class two-class A-1, Presented in the table below is a reconciliation of the numerator and d e Three months ended Nine months ended September 30, (in ā000) 2021 2020 2021 2020 Numerator: Net loss attributable to the Company $ (4,508 ) $ (5,648 ) $ (12,474 ) $ (19,474 ) Less dividends to preferred shareholder (7,897 ) (7,139 ) (22,822 ) (20,492 ) Add premium on preferred conversion to common shares 4,074 4,074 Net loss attributable to common shareholders $ (8,331 ) $ (12,787 ) $ (31,222 ) $ (39,966 ) Denominator: Weighted average common shares, basic and 30,732,921 30,281,520 30,433,641 30,285,684 Net loss per share attributable to common shareholder, basic and diluted $ (0.27 ) $ (0.42 ) $ (1.03 ) $ (1.32 ) The following securities were not included in the computation of diluted shares outstanding because the effect would be anti-dilutive: (number of shares) September 30, September 30, Series C Convertible Preferred Stock ā 2,566,186 Stock Options ā 432,500 | NOTE 13 ā NET LOSS PER SHARE The Company follows the two-class two-class two-class Class A-1, Presented in the table below is a reconciliation of the numerator and denominator for the basic and diluted earnings per share (āEPSā) calculations for the year ended: (in ā000) December 31, December 31, Numerator: Net loss attributable to the Company $ (35,201 ) $ (23,443 ) Less dividends to preferred shareholder (26,899 ) (21,647 ) Net loss attributable to common shareholders $ (62,100 ) $ (45,090 ) Denominator: Weighted average common shares, basic and diluted (in number) 31,650,173 31,169,435 Net loss per share attributable to common shareholder, basic and diluted $ (1.96 ) $ (1.45 ) The following securities were not included in the computation of diluted shares outstanding because the effect would be anti-dilutive: (number of shares) December 31, December 31, Series C Convertible Preferred Stock 2,566,186 2,566,186 Stock Options 432,500 399,151 |
Related Party Transactions
Related Party Transactions | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Related Party Transactions [Abstract] | ||
Related Party Transactions | NOTE 13 ā RELATED PARTY TRANSACTIONS Leasing and Professional Services Agreement KORE TM Data Brasil Processamento de Dados Ltda., a wholly owned subsidiary of the Company, maintains a lease and a professional services agreement with a company controlled by a key member of the subsidiaryās management team . Aggregated related party transactions, which have been recorded at the exchange amount, representing the amount of consideration established and agreed by the related parties, was $0.2 million for the nine months ended September 30, 2021 and September 30, 2020. The amount was recorded under general and administrative expenses in the consolidated statements of operations. Due to Related Parties Upon the closing of the Business Combination on September 30, 2021, the Company million due to Interfusion B.V and T-Fone B.V., companies related though common ownership resulting from the acquisition of For the period ended (in ā000) September 30, December 31, Interfusion B.V. $ ā $ 985 T-Fone $ ā $ 630 Interest was accrued quarterly, at a fixed rate of 2.5%. The Company accrued interest of $0.03 million for both of the nine months ended September 30, 2021 and 2020. As of September 30, 2021, the Company accrued $1.1 million of transaction costs relating to the Business Combination to be paid to related parties under due to related parties on the consolidated balance sheet. | NOTE 14 ā RELATED PARTY TRANSACTIONS Leasing and Professional Services KORE TM Data Brasil Processamento de Dados Ltda., a wholly owned subsidiary of the Company, maintains a lease and a professional services agreement with a company controlled by a key member of the subsidiaryās management team. Aggregated related party transactions, which have been recorded at the exchange amount, representing the amount of consideration established and agreed by the related parties, was $0.2 million and $0.3 million, for the years ended December 31, 2020 and 2019. The amount was recorded under general and administrative expenses in the consolidated statements of operations. Due to Related Parties As of December 31, 2020, the Company had outstanding loans due to Interfusion B.V and T-Fone B.V., companies related though common ownership resulting from the acquisition of Aspider in 2018. These amounts are recorded under due to related parties in the consolidated balance sheet. The amounts were as follows: (in ā000) December 31, December 31, Interfusion B.V. $ 985 $ 898 T-Fone B.V. $ 630 $ 574 The loans between the Company and Interfusion B.V. and T-Fone B.V. are payable upon change in control. Interest is accrued quarterly, at a fixed rate of 2.5%. The Company accrued interest of $40 thousand and $33 thousand, for the years ended December 31, 2020 and 2019, respectively. |
Subsequent Events
Subsequent Events | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Subsequent Events [Abstract] | ||
Subsequent Events | NOTE 14 ā SUBSEQUENT EVENTS The Company has completed an evaluation of all subsequent events through November 15 On October 1, 2021, KORE Group Holdings, Inc. countersigned a commitment letter (the āCommitment Letterā) pursuant to which Fortress will make additional financing available to the Company subject to certain terms and conditions, for up to $25.0 million of conditions set forth in the Commitment Letter. The Company executed the Exchangeable Notes Purchase Agreement on October 28, 2021, issuing $24.9 million in additional exchangeable notes . | NOTE 15 ā SUBSEQUENT EVENTS The Company has determined that no additional material events outside of those disclosed below occurred that would require adjustment or disclosure in the consolidated financial statements after the balance sheet date of December 31, 2020 through March 17, 2021, the date the consolidated financial statements were available to be issued. On March 12, 2021, the Company entered into a definite merger agreement with Cerberus Telecom Acquisition Corp. (NYSE: CTAC). On September 30, 2021, the Business Combination contemplated by the merger agreement was completed. Refer to Note 1 for additional information. |
Schedule I – Parent Compa
Schedule I – Parent Company Financial Information | 12 Months Ended |
Dec. 31, 2020 | |
Parent Company [Member] | |
Schedule I ā Parent Company Financial Information | SCHEDULE I ā PARENT COMPANY ONLY FINANCIAL INFORMATION The following presents condensed parent company only financial information of Maple Holdings Inc. Condensed Balance Sheets (in thousands USD, except share and per share amounts) December 31, December 31, Assets Non-current Investment in subsidiaries $ 300,055 $ 324,694 Total non-current 300,055 324,694 Total assets $ 300,055 $ 324,694 Liabilities, temporary equity and stockholdersā equity Long-term liabilities Warrant liability $ 15,944 $ 8,459 Total liabilities 15,944 8,459 Temporary equity Series A Preferred Stock; par value $1,000 per share; 7,765,229 shares authorized; 7,756,158 and 6,836,003 shares issued and outstanding at December 31, 2020 and 2019 77,562 68,360 Series A-1 78,621 69,495 Series B Preferred Stock; par value $1,000 per share; 9,090,975 shares authorized; 9,090,975 and 8,233,774 shares issued and outstanding at December 31, 2020 and 2019 90,910 82,338 Series C Convertible Preferred Stock; par value $1,000 per share; 6,872,894 shares authorized; 2,566,186 shares issued and outstanding at December 31, 2020 and 2019 16,802 16,802 Total temporary equity 263,895 236,995 Stockholdersā equity Common stock, voting; par value $.0001 per share; 55,659,643 shares authorized; 30,281,520 and 30,309,350 shares issued and outstanding at December 31, 2020 and 2019, respectively 3 3 Additional paid-in 135,616 161,555 Accumulated other comprehensive loss (1,677 ) (3,793 ) Accumulated deficit (113,726 ) (78,525 ) Total stockholdersā equity 20,216 79,240 Total liabilities, temporary equity and stockholdersā equity $ 300,055 $ 324,694 Condensed Statements of Loss and Comprehensive Loss (in thousands USD) For the years ended December 31, December 31, Equity in net loss of subsidiaries $ (27,716 ) $ (23,678 ) Change in fair value of warrant liability (7,485 ) 235 Loss before income taxes (35,201 ) (23,443 ) Income tax provision (benefit) ā ā Net loss $ (35,201 ) $ (23,443 ) Other comprehensive loss: Foreign currency translation adjustment 2,116 517 Comprehensive loss $ (33,085 ) $ (22,926 ) Condensed Statements of Cash Flows (in thousands USD) For the years ended December 31, December 31, Cash flows from operating activities Net loss $ (35,201 ) $ (23,443 ) Adjustments to reconcile net loss to net cash provided by operating activities Equity in net loss of subsidiaries 27,716 23,678 Change in fair value of warrant liability 7,485 (235 ) Cash provided by operating activities ā ā Cash flows from investing activities Distribution from subsidiary 200 80 Cash provided by investing activities 200 80 Cash flows from financing activities Repurchase of common stock (200 ) (80 ) Cash used in financing activities (200 ) (80 ) Effect of exchange rate change on cash and cash equivalents ā ā Change in cash and cash equivalents and restricted cash ā ā Cash and cash equivalents and restricted cash, beginning of year ā ā Cash and cash equivalents and restricted cash, end of year $ ā $ ā Non-cash investing and financing activities: Equity issued for acquisition of Integron, LLC $ ā $ 7,000 Share-based payment awards issued to employees of subsidiaries $ 1,161 $ 1,682 (i) Basis of presentation In the condensed parent-company-only financial statements, Maple Holdings Inc.ās (āMapleā or the āCompanyā) investment in subsidiaries is stated at cost plus equity in undistributed earnings of subsidiaries since the date of acquisition. The Companyās share of net loss of its subsidiaries is included in the condensed statements of loss and comprehensive loss using the equity method of accounting. These condensed parent-company-only financial statements should be read in connection with the consolidated financial statements and notes thereto of Maple Holdings Inc. and subsidiaries. As of December 31, 2020, the Company has no purchase commitments, capital commitments and operating lease commitments. (ii) Restricted Net Assets Schedule I of Rule 5-04 S-X The condensed parent company financial statements have been prepared in accordance with Rule 12-04, S-X pro-forma |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Accounting Policies [Abstract] | ||
Basis of Presentation | Basis of Presentation These statements have been prepared pursuant to the rules and regulations of the SEC and, in accordance with those rules and regulations, do not include all information and footnote disclosures normally included in annual financial statements prepared in accordance with accounting principles generally accepted in the United States of America (āGAAPā). In the opinion of management, the unaudited condensed consolidated interim financial statements reflect all adjustments, which consist only of normal recurring adjustments, necessary to state fairly the results of operations, financial condition and cash flows for the interim periods presented herein. The preparation of unaudited condensed consolidated interim financial statements in conformity with GAAP requires management to make use of estimates and assumptions that affect the reported amounts and disclosures. Accordingly, these interim condensed consolidated financial statements should be read in conjunction with Mapleās the audited financial statements and accompanying notes for the years ended December 31, 2020 and 2019 previously filed with the SEC. The Condensed Consolidated Balance Sheet as of December 31, 2020, included herein, was derived from the audited financial statements of the Company as of that date. The results of operations for any interim period are not necessarily indicative of the results of operations to be expected for the full year. The Business Combination is accounted for as a reverse recapitalization as pre-combination Pre-combination KORE was determined to be the accounting acquirer based on the evaluation of the following facts and circumstances: ā¢ the equity holders of pre-combination ā¢ the senior management of pre-combination ā¢ In comparison with CTAC, pre-combination ā¢ the operations of pre-combination pre-Combination Accordingly, for accounting purposes, the financial statements of the Company represent a continuation of the financial statements of pre-combination KORE with the acquisition being treated as the equivalent of pre-combination KORE issuing stock for the net assets of CTAC, accompanied by a recapitalization. The net assets of CTAC were stated at historical cost, with no goodwill or other intangible assets recorded. Pre-combination KORE was deemed to be the predecessor and the consolidated assets and liabilities and results of operations prior to September 30, 2021 are those of pre-combination KORE. Reported shares and earnings per share available to common stockholders, prior to the Business Combination, have been retroactively restated to reflect the exchange ratio established in the merger agreement. The number of shares of preferred stock was also retroactively restated based on the exchange ratio. | Basis of Presentation The Companyās consolidated financial statements are expressed in U.S. dollars and have been prepared in accordance with accounting principles generally accepted in the United States of America (āUS GAAPā). These Consolidated Financial Statements include the results of the Company and its consolidated subsidiaries. Inter-company accounts and transactions have been eliminated. |
Cash and Cash Equivalents and Restricted Cash | Cash and Cash Equivalents and Restricted Cash Cash and cash equivalents include highly liquid instruments with an original maturity of less than 90 days from the date of purchase or the ability to redeem amounts on demand. Cash and cash equivalents are stated at cost, which approximates their fair value. Restricted cash represents cash deposits held with financial institutions for letters of credit and is not available for general corporate purposes. | Cash and Cash Equivalents and Restricted Cash Cash and cash equivalents include highly liquid instruments Restricted cash represents cash deposits held with financial institutions for letters of credit and is not available for general corporate purposes. |
Emerging Growth Company | Emerging Growth Company Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies are required to comply with the new or revised financial accounting standards. The Company qualifies as an āEmerging Growth Companyā and has elected to use the extended transition period for complying with new or revised accounting standards under Section 102(b)(1) of the JOBS Act. This election allows the Company to adopt the new or revised standard at the same time as private companies. | |
Foreign Currency | Foreign Currency The functional currency of the Companyās foreign subsidiaries is generally the local currency. Any transactions recorded in the Companyās foreign subsidiaries denominated in a currency other than the local currency are remeasured using current exchange rates each reporting period with the resulting unrealized gains or losses being included in selling, general and administrative expenses on the consolidated statements of operations. Such unrealized gains and losses primarily relate to intercompany balances and amounted to unrealized losses of $0.2 million and $1.4 million in 2020 and 2019, respectively. For consolidation purposes, all assets and liabilities denominated in a foreign currency are translated into U.S. dollars at the exchange rate on the balance sheet date. Revenue and expenses are translated at the average exchange rate during the period. Equity transactions are translated using historical exchange rates. Adjustments resulting from translating foreign functional currency financial statements into U.S. dollars are recorded as part of a separate component of stockholdersā equity and reported in the consolidated statements of comprehensive loss. | |
Segments | Segments Operating segments are defined as components of an entity for which separate financial information is available and that is regularly reviewed by the Chief Operating Decision Maker (āCODMā) in deciding how to allocate resources to the individual segment and in assessing performance. The Companyās CODM is its Chief Executive Officer. The Company has determined that it operates in one operating segment and one reportable segment, as the CODM reviews financial information presented on a consolidated basis for purposes of making operating decisions, allocating resources, and evaluating financial performance. | |
Covid-19Ā Impact | COVID-19 During the period ended September 30, 2021, an outbreak of the novel coronavirus (āCOVID-19ā) COVID-19 COVID-19 | COVID-19 During the period ended December 31, 2020, an outbreak of the novel coronavirus (āCOVID-19ā) COVID-19 COVID-19 performance will depend on certain developments, including the duration and spread of the outbreak. As of December 31, 2020, CODIV-19 |
Use of Estimates | Use of Estimates The preparation of consolidated financial statements, in conformity with US GAAP, | |
Concentrations of Credit Risk andĀ Off-Balance-SheetĀ Risk | Concentrations of Credit Risk and Off-Balance-Sheet Cash and cash equivalents are financial instruments that are potentially subject to concentrations of credit risk. The Companyās cash and cash equivalents are deposited in accounts at large financial institutions, and amounts may exceed federally insured limits. The Company believes it is not exposed to significant credit risk due to the financial strength of the depository institutions in which the cash and cash equivalents are held. The Company has no other financial instruments with off-balance-sheet | |
Accounts Receivable and Allowance for Doubtful Accounts | Accounts Receivable and Allowance for Doubtful Accounts The carrying amount of accounts receivable is reduced by a valuation allowance that reflects managementās best estimate of the amounts that will not be collected. Management reviews all accounts receivable balances that exceed terms from the invoice date individually, and based on an assessment of current creditworthiness, past payment history, and historical loss experience, and provides an allowance for the portion, if any, of the balance not expected to be collected. All accounts or portions thereof considered uncollectible or require excessive collection costs are written off to the allowance for doubtful accounts and recorded under selling, general and administrative expense in the consolidated statement of operations. | |
Inventories | Inventories The Company records its inventory, which primarily consists of finished goods such as SIM cards, other hardware and packaging materials, using the first-in, first-out | |
Revenue Recognition | Revenue Recognition On January 1, 2019, the Company adopted ASC 606, Revenue from Contracts with Customers The guidance provides that an entity should apply the following steps: (1) identify the contract with a customer; (2) identify the performance obligations in the contract; (3) determine the transaction price; (4) allocate the transaction price to the performance obligations in the contract; and (5) recognize revenue when, or as, the entity satisfies a performance obligation. Payments are generally due and received within 30-60 The Company derives revenue from services and products related to its two service lines: IoT Connectivity and IOT Solutions. IoT Connectivity arrangements provide customers with secure and reliable wireless connectivity to mobile and fixed devices through various mobile network carriers. Revenue from IoT Connectivity consists of monthly recurring charges (āMRCāsā) and overage/usage charges, and contracts are generally short-term in nature (i.e., month-to-month IoT Solutions arrangements includes device solutions (including connectivity), deployment services, and/or technology-related professional services. Management evaluates each IoT Solutions arrangement to determine the contract for accounting purposes. If a contract contains more than one performance obligation, the Company allocates consideration to each performance obligation based on the standalone selling prices of each performance obligation. Standalone selling prices are based on analyses performed by management based on readily observable prices or utilizing a cost-plus margin approach if prices are not observable. Hardware, deployment services, and connectivity services generally have readily observable prices. The standalone selling price of our warehouse management services (which is associated with our bill-and-hold inventory and determined to be immaterial as discussed below) was determined using a cost-plus-margin approach with the primary assumptions including Company profit objectives, internal cost structure, and current market trends. Device and other hardware sales in IoT Solutions arrangements are generally accounted for as separate contracts since the customer is not obligated to purchase additional services when committing to the purchase of any products. Such sales are typically recognized upon shipment to the customer. However, in certain contracts, the customer has requested the Company to hold the products ordered for later shipment to the customerās remote location or to the customerās end user as a part of a vendor managed inventory model. In these situations, management has concluded that transfer of control to the customer occurs prior to shipment. In these ābill-and-holdā bill-and-hold bill-and-hold bill-and-hold Deployment services consist of the Company preparing hardware owned by a customer for use by a customerās end user. Deployment and connectivity may both be included within a single IoT Solutions contract and are considered separate performance obligations. While consideration for deployment services is generally fixed when ordered by the client, consideration for connectivity services is variable and solely related to the connectivity services. Therefore, the fixed consideration is allocated to the deployment services and is recognized as revenue when the services are provided (i.e. when the related hardware is shipped to the customer). Connectivity within IoT Solutions contracts are recognized similar to the IoT Connectivity as described above, since such contracts are generally short term in nature and variability is resolved each month as the services are provided. Professional services are generally provided over a contract term of one to two months. Revenue is recognized over time on an input method basis (typically, based on hours completed to date and an estimate of total hours to complete the project). There are no material instances where variable consideration is constrained and not recorded at the initial time of sale. Product returns are recorded as a reduction to revenue based on anticipated sales returns that occur in the normal course of business and are immaterial for the years ended December 31, 2020 and 2019, respectively. The Company primarily has assurance-type warranties that do not result in separate performance obligations. The Company did not recognize any material revenue in the current reporting period for performance obligations that were fully satisfied in previous periods. The Company does not have material unfulfilled performance obligation balances for contracts with an original length greater than one year in any years presented. Additionally, the Company does not have material costs related to obtaining a contract with amortization periods greater than one year for any year presented. The Company applies ASC 606 utilizing the following allowable exemptions or practical expedients: ā¢ Exemption to not disclose the unfulfilled performance obligation balance for contracts with an original length of one year or less. ā¢ Practical expedient to recognize the incremental costs of obtaining a contract as an expense when incurred if the amortization period of the asset that the entity otherwise would have recognized is one year or less. ā¢ Election to present revenue net of sales taxes and other similar taxes. ā¢ Election from recognizing shipping and handling activities as a separate performance obligation. ā¢ Practical expedient not requiring the entity to adjust the promised amount of consideration for the effects of a significant financing component if the entity expects, at contract inception, that the period between when the entity transfers a promised good or service to a customer and when the customer pays for that good or service will be one year or less. | |
Property and Equipment | Property and Equipment The Companyās property and equipment primarily consist of office equipment and furniture, computer hardware, and networking equipment. Property and equipment are recorded at cost and are depreciated over their estimated useful lives using the declining-balance method at the following annual rates: Computer hardware 30 % Computer software 30 % Furniture and fixtures 20 % Networking equipment 20 % Maintenance, repairs, and ordinary replacements are recorded under selling, general and administrative expense in the consolidated statement of operations as incurred. Expenditures for improvements that extend the physical or economic life of the property are capitalized. | |
Leases | Leases Leases entered into by the Company, in which substantially all the benefits and risk of ownership are transferred to the Company, are recorded as obligations under capital leases. Obligations under capital leases reflect the present value of future lease payments, discounted at an appropriate interest rate, and are reduced by rental payments, net of imputed interest. Assets under capital leases are amortized based on the useful lives of the assets. All other leases are classified as operating leases, and leasing costs, including any rent holidays, leasehold incentives and rent concessions, are recorded on a straight-line basis over the lease term under selling, general and administrative expense in the consolidated statement of operations. | |
Internal Use Software | Internal Use Software Certain costs of platform and software applications developed for internal use are capitalized as intangible assets. Capitalization of costs begins when two criteria are met: (i) the preliminary project stage is completed (i.e. application development stage) and (ii) it is probable that the software will be completed and used for its intended function. The Company also capitalizes costs related to specific upgrades and enhancements when it is probable the expenditures will result in additional functionality. Costs incurred for maintenance, minor upgrades and enhancements are recorded under selling, general and administrative expense in the consolidated statement of operations as incurred. Costs related to preliminary project activities and postimplementation operating activities are also recorded under selling, general and administrative expense in the consolidated statement of operations as incurred. The Company amortizes the capitalized costs on a straight-line basis over the useful life of the asset. The average useful life for capitalized internal use computer software is between 3-5 | |
Business Combinations | Business Combinations The Company allocates the fair value of the consideration transferred to the assets acquired and liabilities assumed based on their fair values at the acquisition date. The excess of the fair value of consideration transferred over the fair value of the assets acquired, and liabilities assumed is recorded as goodwill. Acquisition-related expenses and restructuring costs are recognized separately from the business combination and expensed as incurred. All changes in accounting for deferred tax asset valuation allowances and acquired income tax uncertainties after the measurement period are recognized as a component of provision for income taxes. When determining the fair values of assets acquired and liabilities assumed, management makes significant estimates and assumptions, especially with respect to intangible assets. Critical estimates in valuing intangible assets include expected future cash flows based on consideration of future growth rates and margins, customer attrition rates, future changes in technology and brand awareness and discount rates. Fair value estimates are based on the assumptions management believes a market participant would use in pricing the asset or liability. While the Company uses its best estimates and assumptions as a part of the purchase price allocation process to accurately value assets acquired and liabilities assumed as of the business combination date, its estimates and assumptions are inherently uncertain and subject to refinement. As a result, during the preliminary purchase price measurement period, which may be up to one year from the business combination date, the Company records adjustments to the provisional amounts recognized at the acquisition date to reflect new information obtained about facts and circumstances that existed as of the acquisition date, with a corresponding offset to goodwill. After the preliminary purchase price measurement period, the Company records adjustments to assets acquired or liabilities assumed subsequent to the purchase price measurement period in its operating results in the period in which the adjustments were determined | |
Fair Value Measurement | Fair Value Measurements The Company applies the provisions of ASC 820, Fair non-financial non-financial non-financial non-recurring Level 1: Quoted prices in active markets for identical assets or liabilities. Level 2: Quoted prices for similar assets and liabilities in active markets or inputs that are observable. Level 3: Unobservable inputs reflecting managementās own assumptions about the inputs used in pricing the asset or liability. The Company has determined the estimated fair value of its financial instruments based on appropriate valuation methodologies; however, considerable judgment is required to develop these estimates. Accordingly, these estimated fair values are not necessarily indicative of the amounts the Company could realize in a current market exchange. The estimated fair values can be materially affected by using different assumptions or methodologies. The methods and assumptions used in estimating the fair values of financial instruments are based on carrying values and future cash flows. Cash, cash equivalents and restricted cash are stated at cost, which approximates their fair value. The carrying amounts reported in the balance sheet for accounts receivable, accounts payable, and accrued liabilities approximate fair value, due to their short-term maturities. The carrying amounts of the Companyās outstanding borrowings are carried at amortized cost using the effective interest rate method, therefore, are not required to be remeasured and adjusted to the then-current fair values at the end of each reporting period. Instead, the carrying values of the Companyās outstanding borrowings are disclosed at the end of each reporting period in Note 7, Long-Term Debt The Company has outstanding warrants issued for the purchase of common stock. Warrants are classified as a liability, are marked-to-market Warrants on Common Stock | |
Intangible Assets | Intangible Assets Identifiable intangible assets acquired individually or as part of a group of other assets are initially recognized and measured at cost. The cost of a group of intangible assets acquired in a transaction, including those acquired in a business combination that meet the specified criteria for recognition apart from goodwill, is the sum of the individual assets acquired based on their acquisition date fair values. The cost incurred to enhance the service potential of an intangible asset is capitalized as a betterment. Identifiable intangible assets comprise assets that have a definite life. Customer relationship intangibles are recognized the Customer relationships 10 ā Technology 5 ā 9 years Carrier contracts 10 years Trademarks 9 ā 10 years Non-compete 3 years Internally developed and acquired computer software 3 ā 5 years As of December 31, 2019, the Company determined that there was an indicator of impairment and recognized a $3.9 million impairment on its acquired computer software. As of December 31, 2020, the Company determined that there were no indicators of impairment and did not recognize any impairment of its intangible assets. | |
Goodwill | Goodwill Goodwill represents the excess fair value of consideration transferred over the fair value of the net identifiable assets acquired in business combinations. Goodwill is evaluated annually for impairment or more frequently if impairment indicators are present. A qualitative assessment is performed to determine whether the existence of events or circumstances leads to a determination that it is more likely than not the fair value of the reporting units is less than its carrying amount. Qualitative factors considered are macroeconomics conditions such as geographical location and fluctuations in foreign exchange, industry and market conditions, financial performance, entity-specific events and share price trends. If, based on the evaluation, it is determined that the fair value of the reporting unit is less than the carrying value, then an impairment loss is recognized in an amount equal to that excess, limited to the total amount of goodwill allocated to that reporting unit. Under a quantitative test, the Company obtains a third-party valuation of the fair value of the reporting unit. Assumptions used in the fair value calculation include revenue growth and profitability, terminal values, discount rates, and implied control premium. These assumptions are consistent with those the Company believes hypothetical marketplace participants would use. The Company has not recorded an impairment to goodwill for the years ended December 31, 2020 and 2019, respectively. | |
Deferred Financing Fees | Deferred Financing Fees Deferred financing fees consist principally of debt issuance costs which are being amortized using the effective interest method over the terms of the related debt agreements and are presented in the consolidated balance sheets as direct deductions from long-term debt. Issuance costs for revolving credit facilities are recorded in other long-term assets in the consolidated balance sheets and are amortized over the term of the agreement using the straight-line method. | |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets The Company reviews long-lived assets, such as property and equipment, and purchased intangibles subject to amortization, for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to the estimated undiscounted future cash flows expected to be generated by the asset. If the carrying amount of an asset exceeds its estimated future cash flows, an impairment charge is recognized for the amount by which the carrying amount of the asset exceeds the fair value of the asset. Assets to be disposed of by sale would be separately presented in the consolidated balance sheet and reported at the lower of the carrying amount or fair value less costs to sell and are no longer depreciated. The assets and liabilities of a group classified as held for sale would be presented separately in the appropriate asset and liability sections of the consolidated balance sheet. There were no assets classified as held for sale at any of the balance sheet dates presented. | |
Income Taxes | Income Taxes The Company provides for income taxes under the | |
Earnings (Loss) Per Share | Earnings (Loss) Per Share The Company calculates basic and diluted earnings/(loss) per common share. Basic earnings/(loss) per share is calculated by dividing earnings/(loss) for the period by the weighted-average common shares outstanding for the period including outstanding warrants. Diluted earnings/(loss) per share includes the effect of dilutive instruments and uses the average share price for the period in determining the number of shares that are to be added to the weighted-average number of shares outstanding. Cumulative dividends on preferred shares are subtracted from net income/(loss) to arrive at earnings/(loss) attributable to common stockholders. In periods of net income, the Company allocates net income to the common shares under the two-class | |
Long Term Cash Incentive Plan | Long Term Cash Incentive Plan The Company has a Long-Term Cash Incentive Plan (the āPlanā). The purpose of the Plan is to provide a long-term retention and added compensation reward structure for key employees considered essential to the long-term growth and financial success of the Company. The Plan is intended to provide cash-based incentives conditioned on the attainment of one or more Performance Conditions, as defined in the Plan for one or more Plan years, as established by the Board of Directors. As of December 31, 2020, realization events have not occurred and, accordingly, no expense was recorded. | |
Warrants | Warrants The Company accounts for its warrants that were issued with other equity instruments as separate, freestanding financial instruments in accordance with the applicable authoritative accounting guidance. In the event the terms of the warrants qualify as a liability, the Company accounts for the instrument as a liability recorded at fair value each reporting period. | |
Advertising | Advertising The Company expenses advertising costs as incurred. Advertising expense was $0.1 million and $0.1 million for the years ended December 31, 2020 and 2019, respectively. | |
Stock-Based Compensation | Stock-Based Compensation As of December 31, 2020, the Company had a share-based compensation plan, which is more fully described in Note 10, Share-Based Payment and Related Stock Option Plan, | |
Comprehensive Income (Loss) and Accumulated Other Comprehensive Loss | Comprehensive Income (Loss) and Accumulated Other Comprehensive Loss The Company has included the consolidated statements of operations and comprehensive loss in the accompanying consolidated financial statements, which include the effects of the translation of currency for foreign operations. No amounts have been reclassified out of Accumulated Other Comprehensive Loss, during the years presented in the consolidated financial statements. | |
Recent Accounting Pronouncements | Recently Adopted Accounting Pronouncement In December 2019, the FASB issued Accounting Standards Update (āASUā) 2019-12, Income Taxes Simplifying the Accounting for Income Taxes 2019-12 exceptions to the general principles in Topic 740. The amendments 2019-12 Recently Issued Accounting Pronouncements In February 2016, the FASB issued ASU 2016-02, Leases 2018-10 , Codification Improvements to ASC 2016-02 Leases 2016-02. 2018-11, Leases: Targeted Improvements not-for-profits not-for-profits 2020-03, Codification Improvements to Financial Instruments, Leases 2016-02. 2020-05, Revenue from Contracts with right-of-use . In June 2016, the FASB issued ASU 2016-13 , Financial Instruments - Credit Losses: Measurement of Credit Losses on Financial Instruments, Revenue from Contracts with Customers 2018-19, Codification Improvements to Topic 326, Financial InstrumentsāCredit Losses 2016-13. . In August 2018, the FASB issued ASU 2018-15, Customerās Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract internal-use internal-use 350-40, Internal-Use costs, also cannot be capitalized for a hosting arrangement that is a service contract. The amendments require a customer in a hosting arrangement that is a service contract to determine whether an implementation activity relates to the preliminary project stage, the application development stage, or the post-implementation stage. Costs for implementation activities in the application development stage will be capitalized depending on the nature of the costs, while costs incurred during the preliminary project and post-implementation stages will be expensed immediately. The ASU is effective for the Company 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 Company is still evaluating the impact of the adoption of this standard. In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform: Facilitation of the Effects of Reference Rate Reform on Financial Reporting, In March 2020, the FASB issued ASU 2020-03, Codification Improvements to Financial Instruments ā¢ Clarifies that all entities are required to provide the fair value option disclosures in ASC 825, Financial Instruments ā¢ Clarifies that the portfolio exception in ASC 820, Fair Value Measurement Derivatives and Hedging ā¢ Clarifies that for purposes of measuring expected credit losses on a net investment in a lease in accordance with ASC 326, Financial Instruments - Credit Losses Leases ā¢ Clarifies that when an entity regains control of financial assets sold, it should recognize an allowance for credit losses in accordance with ASC 326. ā¢ Aligns the disclosure requirements for debt securities in ASC 320, InvestmentsāDebt Securities Financial ServicesāDepository and Lending The amendments in the ASU have various effective dates and transition requirements, some depending on whether an entity has previously adopted ASU 2016-13 2020-03 In August 2020, the FASB issued ASU 2020-06, DebtāDebt with Conversion and Other Options (Subtopic 470-20) and Derivatives and HedgingāContracts in Entityās Own Equity (Subtopic 815-40) In May 2021, the FASB issued ASU 2021-04, Issuerās Accounting for Certain Modifications or Exchanges of Freestanding Equity-Classified Written Call Options a freestanding equity-classified written call option that is not within the scope of another Topic. An entity should treat a modification of the terms or conditions or an exchange of a freestanding equity-classified written call option that remains equity classified after modification or exchange as an exchange of the original instrument for a new instrument, and provides further guidance on measuring the effect 2021-04 Early | Recently Adopted and Issued Accounting Pronouncements In January 2017, the FASB issued Accounting Standards Update (āASUā) 2017-04, 2017-04 2017-04 2017-04 In February 2016, the issued FASB ASU 2016-02, Leases 2018-10 , Codification Improvements to ASC 2016-02 Leases 2016-02. 2018-11, Leases: Targeted Improvements not-for-profits not-for-profits 2020-03, Codification Improvements to Financial Instruments, Leases 2016-02. 2020-05, Revenue from Contracts with Customers and Leases beginning after December 15, 2021, and interim periods within fiscal years beginning after December 15, 2022. right-of-use In June 2016, the FASB issued ASU 2016-13, Instruments ā Revenue from Contracts with Customers 2018-19, Codification Improvements to Topic 326, Financial Instruments ā Credit Losses 2016-13. In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform: Facilitation of the Effects of Reference Rate Reform on Financial Reporting, |
Summary Of Significant Accoun_3
Summary Of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Accounting Policies [Abstract] | |
Summary of estimated useful lives using the declining-balance method as follows; | Property and equipment are recorded at cost and are depreciated over their estimated useful lives using the declining-balance method at the following annual rates: Computer hardware 30 % Computer software 30 % Furniture and fixtures 20 % Networking equipment 20 % |
Summary of intangible assets are amortized on a straight-line basis over their estimated useful lives as follows: | Identifiable intangible assets comprise assets that have a definite life. Customer relationship intangibles are recognized the Customer relationships 10 ā Technology 5 ā 9 years Carrier contracts 10 years Trademarks 9 ā 10 years Non-compete 3 years Internally developed and acquired computer software 3 ā 5 years |
Business Combination (Tables)
Business Combination (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Business Combinations [Abstract] | |
Summary of purchase price allocation including the consideration paid for lntegron LLC, the recognized amounts of assets acquired, and liabilities assumed as follows | The following table summarizes the purchase price allocation including the consideration paid for lntegron LLC, the recognized amounts of assets acquired, and liabilities assumed on November 22, 2019: (in ā000) Amount Cash paid to sellers $ 37,500 Common stock issued to sellers 7,000 Total consideration $ 44,500 Cash 12 Accounts receivable 7,776 Inventories 489 Prepaid expenses and other receivables 341 Property, plant and equipment 458 Identifiable intangible assets 32,000 Deferred tax liabilities (1,285 ) Accounts payable and accrued liabilities (1,818 ) Net identifiable assets acquired 37,973 Goodwill (excess of consideration transferred over net identifiable assets acquired) $ 6,527 |
Revenue Recognition (Tables)
Revenue Recognition (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Revenue from Contract with Customer [Abstract] | ||
Summary of Disaggregation Revenue | The Company views the following disaggregated disclosures as useful to understand the composition of revenue recognized during the respective three-month and nine-month reporting periods: Three months ended Nine months ended (in ā000) 2021 2020 2021 2020 Connectivity* $ 40,738 $ 37,932 $ 122,444 $ 111,583 Hardware Sales 19,221 9,345 40,602 23,276 Hardware Sales - bill-and-hold 229 2,476 3,451 5,908 Deployment services, professional services and other 7,690 5,504 17,422 15,530 Total $ 67,878 $ 55,257 $ 183,919 $ 156,297 * Includes connectivity-related revenue from IoT Connectivity and IoT Solutions | The Company views the following disaggregated disclosures as useful to understanding the composition of revenue recognized during the respective reporting periods: (in ā000) December 31, December 31, Connectivity* $ 152,996 $ 147,927 Hardware Sales 29,601 8,767 Hardware Sales ā bill-and-hold 11,314 960 Deployment services, professional services and other 19,849 11,498 Total $ 213,760 $ 169,152 |
Reverse Recapitalization (Table
Reverse Recapitalization (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Reverse Recapitalization [Abstract] | |
Summary of the Number of Class A Share Issued | The number of shares of Class A common stock issued immediately following the consummation of the Business Combination were: Shares Percentage Pre-combination KORE shareholders 38,767,500 54.0 % Public stockholders 10,356,593 14.4 % Private offering and merger financing 22,686,326 31.6 % Total 71,810,419 100.0 % |
Property and Equipment (Tables)
Property and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Property, Plant and Equipment [Abstract] | |
Property Plant and Equipment | Major classes of property and equipment consist of the following: (in ā000) December 31, December 31, Computer hardware $ 13,634 $ 11,383 Computer software 8,211 7,907 Furniture and fixtures 2,284 2,170 Networking equipment 8,151 6,537 Leasehold improvements 2,803 2,739 Total property and equipment 35,083 30,736 Less: accumulated depreciation (21,374 ) (15,425 ) Property and equipment (Net) $ 13,709 $ 15,311 |
Goodwill and Other Intangible_2
Goodwill and Other Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Goodwill Balance | The Companyās goodwill balance consists of the following: (in ā000) Amount December 31, 2019 $ 376,000 Integron acquisition 6,527 Measurement period adjustment ā Aspider (98 ) Currency translation (182 ) December 31, 2019 $ 382,247 Measurement period adjustment ā Integron (366 ) Currency translation 868 December 31, 2020 $ 382,749 |
Summary Of Other Intangible Assets | The Companyās other intangible assets consist of the following: (in ā000) Gross Accumulated Net Customer relationships $ 307,355 $ (143,230 ) $ 164,125 Technology 46,229 (33,394 ) 12,835 Carrier contracts 65,700 (33,918 ) 31,782 Trademarks 15,828 (7,608 ) 8,220 Internally developed and acquired computer software 45,148 (21,908 ) 23,240 Total as of December 31, 2020 $ 480,260 $ (240,058 ) $ 240,203 (in ā000) Gross Accumulated Net Customer relationships $ 306,656 $ (116,655 ) $ 190,001 Technology 45,953 (26,927 ) 19,026 Carrier contracts 65,700 (27,348 ) 38,352 Trademarks 15,721 (5,955 ) 9,766 Internally developed and acquired computer software 34,176 (14,419 ) 19,757 Total as of December 31, 2019 $ 468,206 $ (191,304 ) $ 276,902 |
Summary Of Weighted Average Remaining Useful Lives Per Intangible Asset Category | Years Customer relationships 6.7 Technology 4.1 Carrier contracts 4.9 Trademarks 5.1 Internally developed and acquired computer software 5.2 |
Summary Of The Estimated Amortization Expense | The following table shows the estimated amortization expense for the next five years and thereafter as of December 31, 2020. (in ā000) Amount 2021 $ 46,304 2022 44,615 2023 41,735 2024 37,020 2025 34,482 Thereafter 36,047 Total $ 240,203 |
Long-Term Debt (Tables)
Long-Term Debt (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Debt Disclosure [Abstract] | |
Schedule of Long-term Debt Instruments | The fair values of the Companyās outstanding borrowings approximate the carrying values. The following is a summary of long-term debt: (in ā000) December 31, December 31, Term Loan ā UBS $ 308,959 $ 312,112 Term Loan ā BNP Paribas 9 103 Total 308,968 312,215 Less ā current portion 3,161 3,248 Less ā debt issuance cost, net of accumulated amortization of $3.7 million and $1.8 million, respectively 7,403 9,233 Total ā Long-term, net $ 298,404 $ 299,734 |
Schedule of Maturities of Long-term Debt | The following is the summary of future principal repayments on long-term debt: (in ā000) Amount 2021 $ 3,161 2022 3,153 2023 3,153 2024 299,501 2025 ā Total $ 308,968 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |
Summary of Income (Loss) Before Provision (Benefit) | Income (Loss) before provision (benefit) for income taxes from continuing operations for the years ended December 31, 2020 and 2019 consisted of the following: (in ā000) December 31, December 31, United States $ (25,283 ) $ (27,728 ) Foreign (15,236 ) (8,656 ) Total loss before income taxes $ (40,519 ) $ (36,384 ) |
Summary of Components of the Provision for Income Taxes | The components of the provision (benefit) for income taxes from continuing operations (in ā000) December 31, December 31, Current: Federal $ ā $ (1,136 ) State 546 (44 ) Foreign 505 (270 ) Total current provision (benefit) 1,051 (1,450 ) Deferred: Federal (7,120 ) (8,626 ) State 2,285 (2,117 ) Foreign (1,534 ) (748 ) Total deferred benefit $ (6,369 ) $ (11,491 ) Total benefit $ (5,318 ) $ (12,941 ) |
Summary of Reconciliation Between Income Taxes Computed at the U.S. Statutory Income Tax Rate | The reconciliation between income taxes computed at the U.S. statutory income tax rate to our provision for income taxes for the years ended December 31, 2020 and 2019 are as follows: (in ā000) December 31, December 31, Benefit for income taxes at 21% rate $ (8,509 ) $ (7,641 ) State taxes, net of federal benefit (947 ) (2,161 ) Change in valuation allowance 1,016 ā Rate change 2,856 ā Credits (811 ) (541 ) Permanent differences and other 307 (41 ) Revaluation of warrants 1,572 (49 ) Uncertain tax provision 226 (984 ) Foreign withholding tax 420 ā Foreign rate differential (1,448 ) (1,524 ) Benefit for income taxes $ (5,318 ) (12,941 ) |
Summary of Deferred Income Taxes | Significant components of the Companyās deferred tax assets (liabilities) as of December 31, 2020 and 2019 are as follows: (in ā000) December 31, December 31, Deferred tax assets: Net operating loss carry-forward $ 10,604 $ 11,618 Credit carry-forward 2,468 1,476 Interest expense limitation carry-forward 7,811 7,087 Non-deductible 520 444 Accruals and other temporary differences 1,047 423 Stock compensation 698 439 Property and equipment 1,089 855 Gross deferred tax assets $ 24,237 $ 22,342 Less valuation allowance (7,164 ) (6,148 ) Total deferred tax assets (after valuation allowance) $ 17,073 $ 16,194 Deferred tax liabilities: Property and equipment (4,089 ) (3,849 ) Intangible assets (49,461 ) (56,329 ) Goodwill (6,241 ) (4,894 ) Total deferred tax liabilities $ (59,791 ) $ (65,072 ) Net deferred tax liabilities $ (42,718 ) $ (48,878 ) |
Summary of Gross Unrecognized Tax Benefits | The following table presents a reconciliation of the total amounts of unrecognized tax benefits, excluding interest and penalties, included on the balance sheet. (in ā000) December 31, December 31, Unrecognized tax benefits at the beginning of the year $ 3,658 $ 4,508 Additions for tax positions of current year Additions for tax positions of prior years 209 Reductions for tax positions of prior years (850 ) Expirations statutes of limitation Unrecognized tax benefits at the end of the year $ 3,867 $ 3,658 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | ||
Summary of Future Minimum Rental Payments for Operating Leases | The future minimum lease payments under operating leases as of September 30, 2021 for the next five years is as follows: (in ā000) Amount From October 1, 2021 to December 31, 2021 $ 781 2022 2,437 2023 1,448 2024 1,076 2025 749 Thereafter 2,157 Total $ 8,648 | The future minimum lease payments under operating leases as of December 31, 2020 for the next five years and thereafter is as follows: (in ā000) Amount 2021 $ 2,401 2022 1,895 2023 942 2024 566 2025 218 Total $ 6,022 |
Schedule of Future Minimum Lease Payments for Capital Leases | The future minimum lease payments under capital leases as of December 31, 2020 for the next five years is as follows: (in ā000) Amount 2021 $ 903 2022 243 2023 155 2024 130 2025 30 Total minimum lease payments $ 1,461 Interest expense (97 ) Total $ 1,364 | |
Summary of Unrecorded Unconditional Purchase Obligations | The Company has vendor commitments primarily relating to carrier and open purchase obligations that the Company incurs in the ordinary course of business. As of September 30, 2021, the purchase commitments were as follows: (in ā000) Amount From October 1, 2021 to December 31, 2021 $ 15,195 2022 6,871 2023 1,286 2024 1,286 2025 1,286 Total $ 25,924 | |
Summary of Contractual Obligation, Fiscal Year Maturity | The Company has vendor commitments primarily relating to connectivity services that the (in ā000) Amount 2021 $ 24,317 2022 8,351 2023 1,351 2024 1,351 2025 1,351 Total $ 36,721 |
Prepaid and Other Assets (Table
Prepaid and Other Assets (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Prepaid Expense and Other Assets, Current [Abstract] | |
Summary of Prepaid Expenses and Other Receivables | The Companyās prepaid expenses and other receivables consist of the following: September 30, 2021 December 31, Prepaid Deposits $ 4,906 $ 1,734 Prepaid Expenses 5,598 3,695 Other Receivables 4,036 ā Total Prepaid Expenses and Other Receivables $ 14,540 $ 5,429 |
Temporary Equity and Stockhol_2
Temporary Equity and Stockholders' Equity (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Stockholders' Equity Note [Abstract] | ||
Summary of Accumulated but Unpaid Preferred Dividends | A summary of the accumulated but unpaid preferred dividends for the Series A, Series A-1 (in ā000) Series A Series A-1 Series B Accumulated and unpaid, December 31, 2020 $ 34,812 $ 18,608 $ 33,910 Accumulated 2,486 2,666 2,241 Distributed ā ā ā Accumulated and unpaid, March 31, 2021 $ 37,298 $ 21,274 $ 36,151 Accumulated 2,514 2,695 2,323 Distributed ā ā ā Accumulated and unpaid, June 30, 2021 $ 39,812 $ 23,969 $ 38,474 Accumulated 2,656 2,880 2,361 Distributed (42,468 ) (26,849 ) (40,835 ) Accumulated and unpaid, September 30, 2021 $ ā $ ā $ ā (in ā000) Series A Series A-1 Series B Accumulated and unpaid, December 31, 2019 $ 25,610 $ 8,794 $ 25,338 Accumulated 2,216 2,359 2,053 Distributed ā ā ā Accumulated and unpaid, March 31, 2020 $ 27,826 $ 11,153 $ 27,391 Accumulated 2,215 2,359 2,104 Distributed ā ā ā Accumulated and unpaid, June 30, 2020 $ 30,041 $ 13,512 $ 29,495 Accumulated 2,385 2,548 2,180 Distributed ā ā ā Accumulated and unpaid, September 30, 2020 32,426 16,060 31,675 | A summary of the accumulated but unpaid dividends for the Series A, Series A-1 (in ā000) Series A Series A-1 Series B Accumulated and unpaid, December 31, 2018 $ 17,520 $ 226 $ 17,594 Accumulated 8,090 8,568 7,744 Distributed ā ā ā Accumulated and unpaid, December 31, 2019 $ 25,610 $ 8,794 $ 25,338 Accumulated 9,202 9,814 8,572 Distributed ā ā ā Accumulated and unpaid, December 31, 2020 $ 34,812 $ 18,608 $ 33,910 |
Share-Based Payment and Relat_2
Share-Based Payment and Related Stock Option Plan (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Share-based Payment Arrangement [Abstract] | ||
Summary of Share-based Payments to be a LevelĀ 3 Fair Value Measurement | The Company has determined its share-based payments to be a Level 3 fair value measurement and has used the Black-Scholes option pricing model to calculate its fair value using the following assumptions: September 30, 2020 Risk-free interest rate 1.58 - 2.47% Expected term (life) of options (in years) 2-4 Expected dividends 0% Expected volatility 67.9 - 86.3% | The Company has determined its share-based payments to be a Level 3 fair value measurement and has used the Black-Scholes option pricing model to calculate its fair value using the following assumptions: December 31, December 31, Risk-free interest rate 1.58 % 1.58 ā 2.47 % Expected term (life) of options (in years) 2 2 ā 4 Expected dividends 0 % 0 % Expected volatility 86.3 % 67.9 ā 86.3 % |
Summary of Company's Stock Options | The following is a summary of the Companyās stock options as of September 30, 2021 u Number Weighted Weighted Weighted Balance, December 31, 2020 432,500 $ 15.45 $ 141.53 7.7 Granted ā ā ā ā Exercised ā ā ā ā Forfeited ā ā ā ā Expired ā ā ā ā Cancelled (432,500 ) (15.45 ) (141.53 ) (7.7 ) Balance, September 30, 2021 ā $ ā $ ā ā Number Weighted Weighted Weighted Balance, December 31, 2019 399,151 $ 15.82 $ 141.53 8.4 Granted 64,065 13.50 141.53 ā Exercised ā ā ā ā Forfeited (30,716 ) 15.80 141.53 ā Expired ā ā ā ā Balance, September 30, 2020 432,500 $ 15.45 $ 141.53 7.9 | The following is a summary of the Companyās stock options as of December 31, 2020 and the st o Number of Weighted (Amount) Weighted (Amount) Weighted Average Remaining (Years) Balance, December 31, 2018 414,434 $ 15.80 $ 141.53 9.3 Granted 52,083 15.91 141.53 Exercised ā ā ā Forfeited (67,366 ) 15.80 141.53 Expired ā ā ā Balance, December 31, 2019 399,151 15.82 141.53 8.4 Granted 64,064 13.50 141.53 Exercised ā ā ā Forfeited (30,715 ) 15.80 141.53 Expired ā ā ā Balance, December 31, 2020 432,500 $ 15.45 $ 141.53 7.7 |
Summary of Share-based Compensation Expense | The number of options, weighted average grant date fair value per option, and weighted average exercise price in the table above have been revised from those disclosed in the previously issued unaudited quarterly financial statements for the periods ended September 30, 2021 and 2020 to reflect the exchange ratio implied by the ultimate settlement of the Companyās stock options on the Closing Date. These adjustments had no effect on the Companyās consolidated balance sheets, and statements of operations, comprehensive loss, temporary equity and stockholdersā (deficit) equity, and cash flows for any period presented herein. The Company has concluded that this revision is not material to the unaudited quarterly financial statements for the periods ended September 30, 2021 and 2020. The following is a summary of the Companyās share-based compensation expense during the respective three-month and nine-month reporting periods: Three months ended Nine months ended (in ā000) 2021 2020 2021 2020 Total share-based compensation expense $ 3,933 $ 315 $ 4,564 $ 846 | The following is a summary of the Companyās share-based compensation expense as of December 31, 2020 and 2019: (in ā000) December 31, December 31, Total share-based compensation expense $ 1,161 $ 1,682 Unrecognized compensation cost 3,416 3,793 Remaining recognition period (in years) 2.7 3.4 |
Share-based Payment Arrangement, Option, Exercise Price Range [Table Text Block] | The following is a summary of the Companyās exercisable stock options as of December 31, 2020 and 2019: December 31, 2020 December 31, 2019 Range of exercise prices $ 80.87 ā $202.18 $ 80.87 ā $202.18 Number 153,898 85,110 Weighted average remaining contractual term (in years) 7.3 8.3 Weighted average exercise price $ 141.53 $ 141.53 |
Net Loss Per Share (Tables)
Net Loss Per Share (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Earnings Per Share [Abstract] | ||
Summary Of Earnings per Shares, basic and diluted | Presented in the table below is a reconciliation of the numerator and d e Three months ended Nine months ended September 30, (in ā000) 2021 2020 2021 2020 Numerator: Net loss attributable to the Company $ (4,508 ) $ (5,648 ) $ (12,474 ) $ (19,474 ) Less dividends to preferred shareholder (7,897 ) (7,139 ) (22,822 ) (20,492 ) Add premium on preferred conversion to common shares 4,074 4,074 Net loss attributable to common shareholders $ (8,331 ) $ (12,787 ) $ (31,222 ) $ (39,966 ) Denominator: Weighted average common shares, basic and 30,732,921 30,281,520 30,433,641 30,285,684 Net loss per share attributable to common shareholder, basic and diluted $ (0.27 ) $ (0.42 ) $ (1.03 ) $ (1.32 ) | Presented in the table below is a reconciliation of the numerator and denominator for the basic and diluted earnings per share (āEPSā) calculations for the year ended: (in ā000) December 31, December 31, Numerator: Net loss attributable to the Company $ (35,201 ) $ (23,443 ) Less dividends to preferred shareholder (26,899 ) (21,647 ) Net loss attributable to common shareholders $ (62,100 ) $ (45,090 ) Denominator: Weighted average common shares, basic and diluted (in number) 31,650,173 31,169,435 Net loss per share attributable to common shareholder, basic and diluted $ (1.96 ) $ (1.45 ) |
Summary Of Diluted Shares Outstanding | The following securities were not included in the computation of diluted shares outstanding because the effect would be anti-dilutive: (number of shares) September 30, September 30, Series C Convertible Preferred Stock ā 2,566,186 Stock Options ā 432,500 | The following securities were not included in the computation of diluted shares outstanding because the effect would be anti-dilutive: (number of shares) December 31, December 31, Series C Convertible Preferred Stock 2,566,186 2,566,186 Stock Options 432,500 399,151 |
Related Party Transactions (Tab
Related Party Transactions (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Related Party Transactions [Abstract] | ||
Summary of related party transactions outstanding | The amounts were as follows: For the period ended (in ā000) September 30, December 31, Interfusion B.V. $ ā $ 985 T-Fone $ ā $ 630 | The amounts were as follows: (in ā000) December 31, December 31, Interfusion B.V. $ 985 $ 898 T-Fone B.V. $ 630 $ 574 |
Schedule I – Parent Com_2
Schedule I – Parent Company Financial Information (Tables) - Parent Company [Member] | 12 Months Ended |
Dec. 31, 2020 | |
Summary of Condensed Balance Sheets | The following presents condensed parent company only financial information of Maple Holdings Inc. Condensed Balance Sheets (in thousands USD, except share and per share amounts) December 31, December 31, Assets Non-current Investment in subsidiaries $ 300,055 $ 324,694 Total non-current 300,055 324,694 Total assets $ 300,055 $ 324,694 Liabilities, temporary equity and stockholdersā equity Long-term liabilities Warrant liability $ 15,944 $ 8,459 Total liabilities 15,944 8,459 Temporary equity Series A Preferred Stock; par value $1,000 per share; 7,765,229 shares authorized; 7,756,158 and 6,836,003 shares issued and outstanding at December 31, 2020 and 2019 77,562 68,360 Series A-1 78,621 69,495 Series B Preferred Stock; par value $1,000 per share; 9,090,975 shares authorized; 9,090,975 and 8,233,774 shares issued and outstanding at December 31, 2020 and 2019 90,910 82,338 Series C Convertible Preferred Stock; par value $1,000 per share; 6,872,894 shares authorized; 2,566,186 shares issued and outstanding at December 31, 2020 and 2019 16,802 16,802 Total temporary equity 263,895 236,995 Stockholdersā equity Common stock, voting; par value $.0001 per share; 55,659,643 shares authorized; 30,281,520 and 30,309,350 shares issued and outstanding at December 31, 2020 and 2019, respectively 3 3 Additional paid-in 135,616 161,555 Accumulated other comprehensive loss (1,677 ) (3,793 ) Accumulated deficit (113,726 ) (78,525 ) Total stockholdersā equity 20,216 79,240 Total liabilities, temporary equity and stockholdersā equity $ 300,055 $ 324,694 |
Summary of Condensed Statements of Loss and Comprehensive Loss | Condensed Statements of Loss and Comprehensive Loss (in thousands USD) For the years ended December 31, December 31, Equity in net loss of subsidiaries $ (27,716 ) $ (23,678 ) Change in fair value of warrant liability (7,485 ) 235 Loss before income taxes (35,201 ) (23,443 ) Income tax provision (benefit) ā ā Net loss $ (35,201 ) $ (23,443 ) Other comprehensive loss: Foreign currency translation adjustment 2,116 517 Comprehensive loss $ (33,085 ) $ (22,926 ) |
Summary of Condensed Statements of Cash Flows | Condensed Statements of Cash Flows (in thousands USD) For the years ended December 31, December 31, Cash flows from operating activities Net loss $ (35,201 ) $ (23,443 ) Adjustments to reconcile net loss to net cash provided by operating activities Equity in net loss of subsidiaries 27,716 23,678 Change in fair value of warrant liability 7,485 (235 ) Cash provided by operating activities ā ā Cash flows from investing activities Distribution from subsidiary 200 80 Cash provided by investing activities 200 80 Cash flows from financing activities Repurchase of common stock (200 ) (80 ) Cash used in financing activities (200 ) (80 ) Effect of exchange rate change on cash and cash equivalents ā ā Change in cash and cash equivalents and restricted cash ā ā Cash and cash equivalents and restricted cash, beginning of year ā ā Cash and cash equivalents and restricted cash, end of year $ ā $ ā Non-cash investing and financing activities: Equity issued for acquisition of Integron, LLC $ ā $ 7,000 Share-based payment awards issued to employees of subsidiaries $ 1,161 $ 1,682 |
Nature Of Operations- Additiona
Nature Of Operations- Additional Information (Detail) - Cerberus Telecom Acquisition Corp [Member] - Sponsor [Member] - Merger Agreement [Member] | Sep. 30, 2021 |
Equity method investment ownership percentage | 100.00% |
Subsequent Event [Member] | |
Equity method investment ownership percentage | 100.00% |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Percentage of voting rights held by equity holders pre combination | 54.00% | 54.00% | ||||
Foreign Currency Transaction Gain (Loss), Unrealized | $ 200 | $ 1,400 | ||||
Restricted Investments maturity period | 90 days | |||||
Capitalized Computer Software, Net | $ 23,200 | 19,800 | ||||
Impairment of Intangible Assets, Finite-lived | 3,892 | |||||
Goodwill, Impairment Loss | 0 | 0 | ||||
Effective income tax rate percentage | 45.10% | 21.20% | 37.90% | 21.60% | ||
Advertising Expense | 100 | 100 | ||||
Long Term Cash Incentive Plan [Member] | ||||||
Share-based Payment Arrangement, Nonvested Award, Option, Cost Not yet Recognized, Amount | $ 0 | |||||
Maximum [Member] | ||||||
Effective income tax rate percentage | 50.00% | |||||
Software Development [Member] | Maximum [Member] | ||||||
Finite-Lived Intangible Asset, Useful Life | 5 years | |||||
Software Development [Member] | Minimum [Member] | ||||||
Finite-Lived Intangible Asset, Useful Life | 3 years | |||||
Computer Software, Intangible Asset [Member] | ||||||
Impairment of Intangible Assets, Finite-lived | $ 0 | $ 3,900 | ||||
Computer Software, Intangible Asset [Member] | Maximum [Member] | ||||||
Finite-Lived Intangible Asset, Useful Life | 5 years | |||||
Computer Software, Intangible Asset [Member] | Minimum [Member] | ||||||
Finite-Lived Intangible Asset, Useful Life | 3 years |
Summary Of Significant Accoun_5
Summary Of Significant Accounting Policies - Summary of estimated useful lives using the declining-balance method as follows (Detail) | 12 Months Ended |
Dec. 31, 2020 | |
Computer Equipment [Member] | |
Schedule Of Property And Equipment Estimated Useful Life [Line Items] | |
Depreciation rate property plant and equipment | 30.00% |
Computer software [Member] | |
Schedule Of Property And Equipment Estimated Useful Life [Line Items] | |
Depreciation rate property plant and equipment | 30.00% |
Furniture and Fixtures [Member] | |
Schedule Of Property And Equipment Estimated Useful Life [Line Items] | |
Depreciation rate property plant and equipment | 20.00% |
Networking equipment [Member] | |
Schedule Of Property And Equipment Estimated Useful Life [Line Items] | |
Depreciation rate property plant and equipment | 20.00% |
Summary Of Significant Accoun_6
Summary Of Significant Accounting Policies - Summary of intangible assets are amortized on a straight-line basis over their estimated useful lives as follows (Detail) | 12 Months Ended |
Dec. 31, 2020 | |
Customer relationships [Member] | Maximum [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
Finite-Lived Intangible Asset, Useful Life | 13 years |
Customer relationships [Member] | Minimum [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
Finite-Lived Intangible Asset, Useful Life | 10 years |
Technology [Member] | Maximum [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
Finite-Lived Intangible Asset, Useful Life | 9 years |
Technology [Member] | Minimum [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
Finite-Lived Intangible Asset, Useful Life | 5 years |
Carrier contracts [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
Finite-Lived Intangible Asset, Useful Life | 10 years |
Trademarks | Maximum [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
Finite-Lived Intangible Asset, Useful Life | 10 years |
Trademarks | Minimum [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
Finite-Lived Intangible Asset, Useful Life | 9 years |
Non-competeĀ agreements | |
Finite-Lived Intangible Assets [Line Items] | |
Finite-Lived Intangible Asset, Useful Life | 3 years |
Internally developed and acquired computer software [Member] | Maximum [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
Finite-Lived Intangible Asset, Useful Life | 5 years |
Internally developed and acquired computer software [Member] | Minimum [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
Finite-Lived Intangible Asset, Useful Life | 3 years |
Business Combination - Summary
Business Combination - Summary of Purchase Price Allocation Including the Consideration Paid for lntegron LLC, the Recognized Amounts of Assets Acquired, and Liabilities Assumed as Follows (Detail) - USD ($) $ in Thousands | Nov. 22, 2019 | Sep. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 30, 2019 |
Cash paid to sellers | $ 37,500 | ||||
Common stock issued to sellers | 7,000 | ||||
Total consideration | 44,500 | ||||
Cash | 12 | ||||
Accounts receivable | 7,776 | ||||
Inventories | 489 | ||||
Prepaid expenses and other receivables | 341 | ||||
Property, plant and equipment | 458 | ||||
Identifiable intangible assets | 32,000 | ||||
Deferred tax liabilities | (1,285) | ||||
Accounts payable and accrued liabilities | (1,818) | ||||
Net identifiable assets acquired | 37,973 | ||||
Goodwill (excess of consideration transferred over net identifiable assets acquired) | $ 6,527 | $ 382,190 | $ 382,749 | $ 382,247 | $ 376,000 |
Business Combination - Addition
Business Combination - Additional Information (Detail) - USD ($) | Nov. 22, 2019 | Dec. 31, 2019 | Sep. 30, 2021 | Dec. 31, 2020 | Dec. 30, 2019 |
Business Acquisition [Line Items] | |||||
Business acquisition, transaction costs | $ 23,700,000 | ||||
Business Combination Consideration Transferred1 | $ 44,500,000 | ||||
Payments to Acquire Businesses Gross | 37,500,000 | ||||
Business Combination Consideration Transferred Equity Interests Issued and Issuable | 7,000,000 | ||||
Goodwill | 6,527,000 | $ 382,247,000 | $ 382,190,000 | $ 382,749,000 | $ 376,000,000 |
Minimum [Member] | |||||
Business Acquisition [Line Items] | |||||
Goodwill | 400,000 | ||||
UBS Bank [Member] | |||||
Business Acquisition [Line Items] | |||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 35,000,000 | ||||
lntegron LLC [Member] | |||||
Business Acquisition [Line Items] | |||||
Percentage of Voting Interests Acquired | 100.00% | ||||
Stock Issued During Period Shares Acquisitions | 573,016 | ||||
Stock Issued During Period, Value, Acquisitions | $ 7,000,000 | ||||
Business acquisition, transaction costs | 700 | ||||
Business Combination Consideration Transferred1 | 44,500,000 | ||||
Payments to Acquire Businesses Gross | 37,500,000 | ||||
Business Combination Consideration Transferred Equity Interests Issued and Issuable | $ 7,000,000 | ||||
Business Acquisition Share Price | $ 12 | ||||
Business Acquisitions pro Forma Revenue | 207,000,000 | ||||
Business Acquisitions pro Forma Net Income Loss | 15,900,000 | ||||
Business Combination Acquisition Related Costs | $ 700,000 | ||||
lntegron LLC [Member] | Minimum [Member] | |||||
Business Acquisition [Line Items] | |||||
Finite Lived Intangible Asset Useful Life | 5 years | ||||
lntegron LLC [Member] | Maximum [Member] | |||||
Business Acquisition [Line Items] | |||||
Finite Lived Intangible Asset Useful Life | 13 years |
Revenue Recognition - Summary o
Revenue Recognition - Summary of Disaggregation Revenue (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Disaggregation of Revenue [Line Items] | ||||||
Total | $ 67,878 | $ 55,257 | $ 183,919 | $ 156,297 | $ 213,760 | $ 169,152 |
Revenue From Contract With Customer Excluding Assessed Tax | 213,760 | 169,152 | ||||
Connectivity | ||||||
Disaggregation of Revenue [Line Items] | ||||||
Total | 40,738 | 37,932 | 122,444 | 111,583 | ||
Revenue From Contract With Customer Excluding Assessed Tax | 152,996 | 147,927 | ||||
Hardware Sales | ||||||
Disaggregation of Revenue [Line Items] | ||||||
Total | 19,221 | 9,345 | 40,602 | 23,276 | ||
Revenue From Contract With Customer Excluding Assessed Tax | 29,601 | 8,767 | ||||
Hardware Sales -Ā bill-and-hold | ||||||
Disaggregation of Revenue [Line Items] | ||||||
Total | 229 | 2,476 | 3,451 | 5,908 | ||
Revenue From Contract With Customer Excluding Assessed Tax | 11,314 | 960 | ||||
Deployment services, professional services and other | ||||||
Disaggregation of Revenue [Line Items] | ||||||
Total | $ 7,690 | $ 5,504 | $ 17,422 | $ 15,530 | ||
Revenue From Contract With Customer Excluding Assessed Tax | $ 19,849 | $ 11,498 |
Revenue Recognition - Additiona
Revenue Recognition - Additional Information (Detail) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Deferred revenue, revenue recognized | $ 7.1 | $ 7.8 | ||||
Deferred revenue | $ 6.8 | $ 6.8 | $ 7.8 | |||
Percentage of revenue represented by each customer | 28.00% | 18.00% | 21.00% | 16.00% | ||
Contract With Customer Liability Current | $ 7.8 | $ 6.1 | ||||
Contract with customers liability revenue recognized | $ 6.1 | |||||
Customer Concentration Risk Member | Sales Revenue Net Member | Maximum [Member] | ||||||
Percentage of revenue represented by each customer | 10.00% | |||||
Major Customer One | Customer Concentration Risk Member | Sales Revenue Net Member | ||||||
Percentage of revenue represented by each customer | 16.70% | |||||
Major Customer One | Customer Concentration Risk Member | Accounts Receivable Member | ||||||
Percentage of revenue represented by each customer | 20.10% |
Reverse Recapitalization - Summ
Reverse Recapitalization - Summary of the Number of Class A Share Issued (Detail) - shares | Sep. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Business Acquisition, Equity Interests Issued or Issuable [Line Items] | |||
Common stock shares issued | 71,810,419 | 30,281,520 | 30,309,350 |
Class A Common Stock [Member] | |||
Business Acquisition, Equity Interests Issued or Issuable [Line Items] | |||
Common stock shares issued | 71,810,419 | ||
Percentage of common stock shares issued | 100.00% | ||
Private Offering And Merger Financing [Member] | Class A Common Stock [Member] | |||
Business Acquisition, Equity Interests Issued or Issuable [Line Items] | |||
Common stock shares issued | 22,686,326 | ||
Percentage of common stock shares issued | 31.60% | ||
Public Stockholders [Member] | Class A Common Stock [Member] | |||
Business Acquisition, Equity Interests Issued or Issuable [Line Items] | |||
Common stock shares issued | 10,356,593 | ||
Percentage of common stock shares issued | 14.40% | ||
KORE Group Holdings, Inc. [Member] | Class A Common Stock [Member] | |||
Business Acquisition, Equity Interests Issued or Issuable [Line Items] | |||
Common stock shares issued | 38,767,500 | ||
Percentage of common stock shares issued | 54.00% |
Reverse Recapitalization - Addi
Reverse Recapitalization - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Thousands | 9 Months Ended | ||
Sep. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Common stock, other shares, outstanding | 71,810,419 | ||
Common stock par or stated value per share | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Class of warrant or right, outstanding | 8,911,744 | ||
Shares issued, price per share | $ 139.15 | ||
Transactions costs | $ 63,200 | ||
Proceeds from the issuance of warrants | 225,000 | ||
Proceeds from CTAC after redemptions | 20,000 | ||
Proceeds from the Backstop Notes | 95,100 | ||
Payments to KORE's preferred shareholders | 229,900 | ||
Business acquisition, transaction costs | 23,700 | ||
Repaid the outstanding related party loans | 1,538 | ||
Adjustments to additional paid in capital business acquisition cost | 23,600 | ||
Underwriting Costs Overpaid Amount | 4,000 | ||
Interfusion B.V and T-Fone B.V [Member] | |||
Repaid the senior secured revolving credit facility | 25,000 | ||
Repaid the outstanding related party loans | 1,600 | ||
Selling, General and Administrative Expenses [Member] | |||
Business combination, acquisition related costs | $ 100 | ||
Cerberus Telecom Acquisition Corp [Member] | |||
Stock shares issued during the period shares new issues | 10,356,593 | ||
Stock redeemed | 22,240,970 | ||
Temporary equity, redemption price per share | $ 10 | ||
Cerberus Telecom Acquisition Corp [Member] | PIPE Investors [Member] | |||
Shares issued, price per share | $ 10 | ||
Stock shares issued during the period shares new issues | 22,500,000 | ||
Business Combination [Member] | |||
Business acquisition, transaction costs | $ 19,000 |
Property and Equipment - Summar
Property and Equipment - Summary of Property and Equipment (Detail) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Property, Plant and Equipment [Line Items] | |||
Total property and equipment | $ 35,083 | $ 30,736 | |
Less: accumulated depreciation | (21,374) | (15,425) | |
Property and equipment (Net) | $ 12,630 | 13,709 | 15,311 |
Computer Hardware | |||
Property, Plant and Equipment [Line Items] | |||
Total property and equipment | 13,634 | 11,383 | |
Computer software [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Total property and equipment | 8,211 | 7,907 | |
Furniture and Fixtures [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Total property and equipment | 2,284 | 2,170 | |
Networking equipment [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Total property and equipment | 8,151 | 6,537 | |
Leasehold Improvements | |||
Property, Plant and Equipment [Line Items] | |||
Total property and equipment | $ 2,803 | $ 2,739 |
Property and Equipment - Additi
Property and Equipment - Additional Information (Detail) - USD ($) $ in Millions | Dec. 31, 2020 | Dec. 31, 2019 |
Property, Plant and Equipment [Line Items] | ||
Depreciation | $ 4.5 | $ 4.7 |
Short-Term and Long-Term Debt -
Short-Term and Long-Term Debt - Additional Information (Detail) $ / shares in Units, ā¬ in Thousands, shares in Millions | Nov. 12, 2019USD ($) | Dec. 21, 2018USD ($) | Jan. 31, 2021USD ($) | Sep. 30, 2021USD ($)$ / shares | Sep. 30, 2021USD ($)$ / sharesshares | Dec. 31, 2020USD ($) | Sep. 30, 2021EUR (ā¬) | Dec. 31, 2020EUR (ā¬) | Dec. 31, 2019USD ($) | Oct. 08, 2018EUR (ā¬) |
Short-term Debt [Line Items] | ||||||||||
Debt issuance costs | $ 224,000 | $ 224,000 | $ 7,403,000 | $ 9,233,000 | ||||||
Long-term Debt | 308,968,000 | |||||||||
Debt Conversion, Converted Instrument, Shares Issued | shares | 7.6 | |||||||||
Debt instrument carrying amount | 308,968,000 | 312,215,000 | ||||||||
Backstop Notes [Member] | ||||||||||
Short-term Debt [Line Items] | ||||||||||
Debt issuance costs | $ 1,500,000 | $ 1,500,000 | ||||||||
Debt instrument, interest rate | 8.40% | 8.40% | 8.40% | |||||||
Debt Instrument, Convertible, Carrying Amount of Equity Component | $ 12,500,000 | $ 12,500,000 | ||||||||
Payment of stock issuance costs | 200,000 | |||||||||
Debt principal amount | 95,100,000 | 95,100,000 | ||||||||
Debt unamortized discount | 12,700,000 | 12,700,000 | ||||||||
Debt instrument carrying amount | 80,900,000 | 80,900,000 | ||||||||
Debt Interest expenses | $ 0 | $ 0 | ||||||||
Bank Overdraft Facility [Member] | ||||||||||
Short-term Debt [Line Items] | ||||||||||
Commitment fee | 0.00% | |||||||||
Debt instrument, interest rate | 9.40% | 9.40% | 9.40% | |||||||
Debt Instrument, Basis spread on variable rate | 2.00% | |||||||||
Debt instrument, Interest rate during period | 6.00% | |||||||||
Backstop Agreement [Member] | ||||||||||
Short-term Debt [Line Items] | ||||||||||
Debt instrument, interest rate | 5.50% | 5.50% | 5.50% | |||||||
Debt instrument, conversion price | $ / shares | $ 12.50 | $ 12.50 | ||||||||
Long-term debt, term | 7 years | 7 years | 7 years | |||||||
UBS Term Loan [Member] | ||||||||||
Short-term Debt [Line Items] | ||||||||||
Long-term line of credit | $ 280,000,000 | |||||||||
Maturity date | Dec. 21, 2024 | |||||||||
Line of credit facility, increase | $ 35,000,000 | |||||||||
Debt instrument, annual principal payment | $ 800,000 | |||||||||
Debt issuance costs | $ 1,500,000 | $ 1,500,000 | ||||||||
Long-term Debt | 306,600,000 | 306,600,000 | 309,000,000 | |||||||
UBS Term Loan [Member] | Revolving Credit Facility [Member] | ||||||||||
Short-term Debt [Line Items] | ||||||||||
Long-term line of credit | $ 30,000,000 | 0 | 0 | $ 0 | ||||||
Long-term Debt | 25,000,000 | $ 25,000,000 | ||||||||
Leverage ratio, Description | 5.00:1.00 | |||||||||
Commitment fee | 0.50% | |||||||||
UBS Term Loan [Member] | London Interbank Offered Rate (LIBOR) [Member] | ||||||||||
Short-term Debt [Line Items] | ||||||||||
Interest rate | 5.50% | |||||||||
UBS Term Loan [Member] | London Interbank Offered Rate (LIBOR) [Member] | Revolving Credit Facility [Member] | ||||||||||
Short-term Debt [Line Items] | ||||||||||
Interest rate | 5.50% | |||||||||
UBS Term Loan [Member] | London Interbank Offered Rate (LIBOR) [Member] | Revolving Credit Facility [Member] | Minimum [Member] | ||||||||||
Short-term Debt [Line Items] | ||||||||||
Interest rate | 5.25% | |||||||||
UBS Term Loan [Member] | Base Rate [Member] | Revolving Credit Facility [Member] | ||||||||||
Short-term Debt [Line Items] | ||||||||||
Interest rate | 4.50% | |||||||||
UBS Term Loan [Member] | Base Rate [Member] | Revolving Credit Facility [Member] | Minimum [Member] | ||||||||||
Short-term Debt [Line Items] | ||||||||||
Interest rate | 4.25% | |||||||||
Term Loan BNP Paribas [Member] | ||||||||||
Short-term Debt [Line Items] | ||||||||||
Maturity date | Jan. 2, 2021 | Jan. 2, 2021 | ||||||||
Debt instrument, interest rate | 2.15% | 2.15% | 2.15% | |||||||
Debt instrument, every month | $ 7,740,000 | $ 7,740,000 | ||||||||
Debt instrument carrying amount | $ 9,000 | $ 103,000 | ||||||||
Belgium subsidiary [Member] | Bank Overdraft Facility [Member] | ||||||||||
Short-term Debt [Line Items] | ||||||||||
Long-term line of credit | ā¬ | ā¬ 0 | ā¬ 0 | ā¬ 250,000 | |||||||
Senior Unsecured Exchangeable Notes Due 2028 [Member] | Backstop Agreement [Member] | ||||||||||
Short-term Debt [Line Items] | ||||||||||
Long-term line of credit | $ 95,100,000 | $ 95,100,000 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets - Summary Of Other Intangible Assets (Detail) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Finite-Lived Intangible Assets [Line Items] | ||
Finite Live Intangible Assets Gross | $ 480,260 | $ 468,206 |
Finite Lived Intangible Assets Accumulated Amortization | (240,058) | (191,304) |
Finite Lived Intangible Assets Net | 240,203 | 276,902 |
Customer relationships [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Finite Live Intangible Assets Gross | 307,355 | 306,656 |
Finite Lived Intangible Assets Accumulated Amortization | (143,230) | (116,655) |
Finite Lived Intangible Assets Net | 164,125 | 190,001 |
Technology [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Finite Live Intangible Assets Gross | 46,229 | 45,953 |
Finite Lived Intangible Assets Accumulated Amortization | (33,394) | (26,927) |
Finite Lived Intangible Assets Net | 12,835 | 19,026 |
Carrier contracts [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Finite Live Intangible Assets Gross | 65,700 | 65,700 |
Finite Lived Intangible Assets Accumulated Amortization | (33,918) | (27,348) |
Finite Lived Intangible Assets Net | 31,782 | 38,352 |
Trademarks [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Finite Live Intangible Assets Gross | 15,828 | 15,721 |
Finite Lived Intangible Assets Accumulated Amortization | (7,608) | (5,955) |
Finite Lived Intangible Assets Net | 8,220 | 9,766 |
Computer Software Intangible Asset [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Finite Live Intangible Assets Gross | 45,148 | 34,176 |
Finite Lived Intangible Assets Accumulated Amortization | (21,908) | (14,419) |
Finite Lived Intangible Assets Net | $ 23,240 | $ 19,757 |
Goodwill and Other Intangible_3
Goodwill and Other Intangible Assets - Summary of Goodwill Balance Consist (Detail) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2020 |
Goodwill [Line Items] | ||
Goodwill | $ 376,000 | $ 382,247 |
Integron acquisition | 6,527 | |
Measurement period adjustment | (98) | (366) |
Currency translation | (182) | 868 |
Goodwill | $ 382,247 | $ 382,749 |
Goodwill and Intangible Asset_2
Goodwill and Intangible Assets - Summary Of Weighted Average Remaining Useful Lives Per Intangible Asset Category (Detail) | 12 Months Ended |
Dec. 31, 2020 | |
Customer Relationships [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
Weighted average remaining useful lives per intangible asset category | 6 years 8 months 12 days |
Technology [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
Weighted average remaining useful lives per intangible asset category | 4 years 1 month 6 days |
Carrier contracts [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
Weighted average remaining useful lives per intangible asset category | 4 years 10 months 24 days |
Trademarks [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
Weighted average remaining useful lives per intangible asset category | 5 years 1 month 6 days |
Internally developed and acquired computer software [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
Weighted average remaining useful lives per intangible asset category | 5 years 2 months 12 days |
Goodwill and Intangible Asset_3
Goodwill and Intangible Assets - Summary Of The Estimated Amortization Expense (Detail) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
2021 | $ 46,304 | |
2022 | 44,615 | |
2023 | 41,735 | |
2024 | 37,020 | |
2025 | 34,482 | |
Thereafter | 36,047 | |
Total | $ 240,203 | $ 276,902 |
Goodwill and Intangible Asset_4
Goodwill and Intangible Assets - Additional Information (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Impairment of Intangible Assets, Finite-lived | $ 3,892 | |
Amortization expense | $ 48,000 | 43,400 |
Computer Software, Intangible Asset [Member] | ||
Impairment of Intangible Assets, Finite-lived | $ 0 | 3,900 |
RACO Wireless, LLC | Computer Software, Intangible Asset [Member] | ||
Impairment of Intangible Assets, Finite-lived | $ 3,900 |
Long-Term Debt - Additional Inf
Long-Term Debt - Additional Information (Detail) - USD ($) $ in Thousands | Nov. 12, 2019 | Dec. 21, 2018 | Jan. 31, 2021 | Dec. 31, 2020 | Sep. 30, 2021 | Dec. 31, 2019 |
Debt Issuance Costs, Net | $ 7,403 | $ 224 | $ 9,233 | |||
Restricted Cash | $ 299,000 | |||||
Term Loan UBS [Member] | ||||||
Debt Instrument, Face Amount | $ 280,000 | |||||
Debt Instrument, Maturity Date | Dec. 21, 2024 | |||||
Debt Instrument, Interest Rate, Stated Percentage | 5.50% | |||||
Debt Instrument, Repurchase Amount | $ 35,000 | |||||
Debt Instrument, Periodic Payment | 800 | |||||
Repayments of Debt | 8,300 | |||||
Debt Issuance Costs, Net | 1,500 | |||||
Debt Instrument, Interest Rate, Stated Percentage | 5.50% | |||||
Debt Instrument Periodic Payment | $ 800 | |||||
Term Loan UBS [Member] | Revolving Credit Facility [Member] | ||||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 30,000 | |||||
Line of Credit Facility, Expiration Date | Dec. 21, 2023 | |||||
Line of Credit Facility, Interest Rate at Period End | 4.50% | |||||
Line of Credit Facility, Commitment Fee Percentage | 0.50% | |||||
Long-term Line of Credit | $ 0 | |||||
Term Loan BNP Paribas [Member] | ||||||
Debt Instrument, Maturity Date | Jan. 2, 2021 | Jan. 2, 2021 | ||||
Debt Instrument, Interest Rate, Stated Percentage | 2.15% | 2.15% | ||||
Debt Instrument, Periodic Payment | $ 7,740 | $ 7,740 | ||||
Debt Instrument, Interest Rate, Stated Percentage | 2.15% | 2.15% | ||||
Debt Instrument Periodic Payment | $ 7,740 | $ 7,740 |
Long-term Debt - Summary of Deb
Long-term Debt - Summary of Debt Instruments (Detail) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Nov. 12, 2019 |
Debt Instrument [Line Items] | ||||
Term Loan ā UBS | $ 308,968 | $ 312,215 | ||
Term Loan ā BNP Paribas | 308,968 | 312,215 | ||
Total | 308,968 | 312,215 | ||
Less ā current portion | $ 3,153 | 3,161 | 3,248 | |
Less ā debt issuance cost | 224 | 7,403 | 9,233 | |
Total ā Long-term, net | $ 378,356 | 298,404 | 299,734 | |
Term Loan UBS [Member] | ||||
Debt Instrument [Line Items] | ||||
Term Loan ā UBS | 308,959 | 312,112 | ||
Term Loan ā BNP Paribas | 308,959 | 312,112 | ||
Total | 308,959 | 312,112 | ||
Less ā debt issuance cost | $ 1,500 | |||
Term Loan BNP Paribas [Member] | ||||
Debt Instrument [Line Items] | ||||
Term Loan ā UBS | 9 | 103 | ||
Term Loan ā BNP Paribas | 9 | 103 | ||
Total | $ 9 | $ 103 |
Long-term Debt - Summary of D_2
Long-term Debt - Summary of Debt Instruments (Detail) (Parenthetical) - USD ($) $ in Millions | Dec. 31, 2020 | Dec. 31, 2019 |
Debt Disclosure [Abstract] | ||
Accumulated Amortization, Debt Issuance Costs | $ 3.7 | $ 1.8 |
Long-term Debt - Summary of Fut
Long-term Debt - Summary of Future Principal Repayments on long-term Debt (Detail) $ in Thousands | Dec. 31, 2020USD ($) |
Maturities of Long-term Debt [Abstract] | |
2021 | $ 3,161 |
2022 | 3,153 |
2023 | 3,153 |
2024 | 299,501 |
2025 | 0 |
Total | $ 308,968 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Operating Loss Carryforwards [Line Items] | ||||||
Effective income tax rate percentage | 45.10% | 21.20% | 37.90% | 21.60% | ||
Disallowance of interest expenses carryforward, amount | $ 32,200 | |||||
Income tax expense benefit | $ (3,710) | $ (1,518) | $ (7,628) | $ (5,376) | (5,318) | $ (12,941) |
Undistributed earnings of foreign subsidiaries | 4,400 | |||||
Unrecognized tax benefits, income tax penalties | $ 17 | 133 | ||||
Effective income tax rate reconciliation, other adjustments, percent | 50.00% | |||||
Income tax penalties and interest accrued | $ 17 | 0 | ||||
Valuation Allowance, Deferred Tax Asset, Increase (Decrease), Amount | 1,000 | |||||
GILTI [Member] | ||||||
Operating Loss Carryforwards [Line Items] | ||||||
Income tax expense benefit | $ 0 | $ 300 | ||||
Minimum [Member] | ||||||
Operating Loss Carryforwards [Line Items] | ||||||
Operating loss carryforwards, expiration period | 2032 | |||||
Tax credit carryforward, expiration period | 2035 | |||||
Maximum [Member] | ||||||
Operating Loss Carryforwards [Line Items] | ||||||
Effective income tax rate percentage | 50.00% | |||||
Operating loss carryforwards, expiration period | 2040 | |||||
Tax credit carryforward, expiration period | 2040 | |||||
U.S. federal research and development tax credit [Member] | ||||||
Operating Loss Carryforwards [Line Items] | ||||||
Tax credit carryforward, amount | $ 1,800 | |||||
Foreign research and development tax credit [Member] | ||||||
Operating Loss Carryforwards [Line Items] | ||||||
Tax credit carryforward, amount | 400 | |||||
Federal Tax Authority [Member] | ||||||
Operating Loss Carryforwards [Line Items] | ||||||
Operating loss carryforwards | 7,500 | |||||
Federal Tax Authority [Member] | indefinitely Period [Member] | ||||||
Operating Loss Carryforwards [Line Items] | ||||||
Operating loss carryforwards | 1,200 | |||||
State and Local Jurisdiction [Member] | ||||||
Operating Loss Carryforwards [Line Items] | ||||||
Operating loss carryforwards | 36,500 | |||||
State and Local Jurisdiction [Member] | indefinitely Period [Member] | ||||||
Operating Loss Carryforwards [Line Items] | ||||||
Operating loss carryforwards | 13,600 | |||||
Foreign Tax Authority [Member] | ||||||
Operating Loss Carryforwards [Line Items] | ||||||
Operating loss carryforwards | $ 28,700 |
Income Taxes - Summary of Incom
Income Taxes - Summary of Income (Loss) Before Provision (Benefit) (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Income (Loss) from Continuing Operations before Equity Method Investments, Income Taxes, Noncontrolling Interest [Abstract] | ||||||
United States | $ (25,283) | $ (27,728) | ||||
Foreign | (15,236) | (8,656) | ||||
Loss before income taxes | $ (8,218) | $ (7,166) | $ (20,102) | $ (24,850) | $ (40,519) | $ (36,384) |
Income Taxes - Summary of Compo
Income Taxes - Summary of Components of the Provision for Income Taxes (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Current: | ||||||
Federal | $ (1,136) | |||||
State | $ 546 | (44) | ||||
Foreign | 505 | (270) | ||||
Total current provision (benefit) | $ 179 | $ 201 | $ 569 | $ 711 | 1,051 | (1,450) |
Deferred: | ||||||
Federal | (7,120) | (8,626) | ||||
State | 2,285 | (2,117) | ||||
Foreign | (1,534) | (748) | ||||
Total deferred benefit | (3,889) | (1,719) | (8,197) | (6,087) | (6,369) | (11,491) |
Total income tax benefit | $ (3,710) | $ (1,518) | $ (7,628) | $ (5,376) | $ (5,318) | $ (12,941) |
Income Taxes - Summary of Recon
Income Taxes - Summary of Reconciliation Between Income Taxes Computed at the U.S. Statutory Income Tax Rate (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Effective Income Tax Rate Reconciliation, Amount [Abstract] | ||||||
Effective Income Tax Rate Reconciliation at Federal Statutory Income Tax Rate, Amount | $ (8,509) | $ (7,641) | ||||
Effective Income Tax Rate Reconciliation, State and Local Income Taxes, Amount | (947) | (2,161) | ||||
Change in valuation allowance | 1,016 | |||||
Rate change | 2,856 | |||||
Credits | (811) | (541) | ||||
Permanent differences and other | 307 | (41) | ||||
Revaluation of warrants | 1,572 | (49) | ||||
Uncertain tax provision | 226 | (984) | ||||
Foreign withholding tax | 420 | |||||
Foreign rate differential | (1,448) | (1,524) | ||||
Total income tax benefit | $ (3,710) | $ (1,518) | $ (7,628) | $ (5,376) | $ (5,318) | $ (12,941) |
Income Taxes - Summary of Rec_2
Income Taxes - Summary of Reconciliation Between Income Taxes Computed at the U.S. Statutory Income Tax Rate (Detail) (Parenthetical) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Effective Income Tax Rate Reconciliation, Amount [Abstract] | ||
Benefit for income taxes rate | 21.00% | 21.00% |
Income Taxes - Summary of Defer
Income Taxes - Summary of Deferred Income Taxes (Detail) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Deferred tax assets: | ||
Net operating loss carry-forward | $ 10,604 | $ 11,618 |
Credit carry-forward | 2,468 | 1,476 |
Interest expense limitation carry-forward | 7,811 | 7,087 |
Non-deductibleĀ reserves | 520 | 444 |
Accruals and other temporary differences | 1,047 | 423 |
Stock compensation | 698 | 439 |
Property and equipment | 1,089 | 855 |
Gross deferred tax assets | 24,237 | 22,342 |
Less valuation allowance | (7,164) | (6,148) |
Total deferred tax assets (after valuation allowance) | 17,073 | 16,194 |
Deferred tax liabilities: | ||
Property and equipment | (4,089) | (3,849) |
Intangible assets | (49,461) | (56,329) |
Goodwill | (6,241) | (4,894) |
Total deferred tax liabilities | (59,791) | (65,072) |
Net deferred tax liabilities | $ (42,718) | $ (48,878) |
Income Taxes - Summary of Gross
Income Taxes - Summary of Gross Unrecognized Tax Benefits (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward] | ||
Unrecognized tax benefits at the beginning of the year | $ 3,658 | $ 4,508 |
Additions for tax positions of prior years | 209 | |
Reductions for tax positions of prior years | (850) | |
Unrecognized tax benefits at the end of the year | $ 3,867 | $ 3,658 |
Commitments and Contingencies -
Commitments and Contingencies - Summary of Future Minimum Rental Payments for Operating Leases (Detail) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Commitments and Contingencies Disclosure [Abstract] | ||
From October 1, 2021 to December 31, 2021 | $ 781 | $ 2,401 |
2022 | 2,437 | 1,895 |
2023 | 1,448 | 942 |
2024 | 1,076 | 566 |
2025 | 749 | 218 |
Thereafter | 2,157 | |
Total | $ 8,648 | $ 6,022 |
Commitments and Contingencies_2
Commitments and Contingencies - Summary of Unrecorded Unconditional Purchase Obligations (Detail) $ in Thousands | Sep. 30, 2021USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
From October 1, 2021 to December 31, 2021 | $ 15,195 |
2022 | 6,871 |
2023 | 1,286 |
2024 | 1,286 |
2025 | 1,286 |
Total | $ 25,924 |
Commitments and Contingencies_3
Commitments and Contingencies - Summary of the Future Minimum Lease Payments Under Capital Leases (Detail) $ in Thousands | Dec. 31, 2020USD ($) |
Capital Leases, Future Minimum Payments Due, Fiscal Year Maturity [Abstract] | |
2021 | $ 903 |
2022 | 243 |
2023 | 155 |
2024 | 130 |
2025 | 30 |
Total minimum lease payments | 1,461 |
Interest expense | (97) |
Total | $ 1,364 |
Commitments and Contingencies_4
Commitments and Contingencies - Summary of the Purchase Commitments (Detail) $ in Thousands | Dec. 31, 2020USD ($) |
Purchase Obligation, Fiscal Year Maturity [Abstract] | |
2021 | $ 24,317 |
2022 | 8,351 |
2023 | 1,351 |
2024 | 1,351 |
2025 | 1,351 |
Total | $ 36,721 |
Commitments and Contingencies_5
Commitments and Contingencies - Additional Information (Detail) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Commitments And Contingencies Disclosure [Line Items] | ||||||
Lessee, Operating Lease, Term of Contract | 2026 years | |||||
Operating Leases, Rent Expense | $ 2,500,000 | $ 2,300,000 | ||||
Operating lease rent expenses net | $ 600,000 | $ 700,000 | $ 2,000,000 | $ 2,000,000 | ||
Lessee, operating lease, description | March 2021 to May 2025 | |||||
Standby Letters Of Credit And Bank Guarantee [Member] | ||||||
Commitments And Contingencies Disclosure [Line Items] | ||||||
Off balance sheet credit exposure | $ 400,000 | $ 400,000 | $ 400,000 | |||
TMobile US, Inc [Member] | ||||||
Commitments And Contingencies Disclosure [Line Items] | ||||||
Gain (Loss) on Extinguishment of Debt | 2,300,000 | |||||
Standby Letters of Credit [Member] | ||||||
Commitments And Contingencies Disclosure [Line Items] | ||||||
Off-Balance Sheet, Credit Loss, Liability, Credit Loss Expense (Reversal) | 400,000 | $ 400,000 | ||||
Hardware And Software Leases [Member] | Maximum [Member] | ||||||
Commitments And Contingencies Disclosure [Line Items] | ||||||
Operating Leases, Rent Expense | 43,146 | |||||
Hardware And Software Leases [Member] | Minimum [Member] | ||||||
Commitments And Contingencies Disclosure [Line Items] | ||||||
Operating Leases, Rent Expense | $ 667 |
Prepaid and Other Assets - Summ
Prepaid and Other Assets - Summary of Prepaid Expenses and Other Receivables (Detail) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Prepaid Expense and Other Assets, Current [Abstract] | |||
Prepaid Deposits | $ 4,906 | $ 1,734 | |
Prepaid Expenses | 5,598 | 3,695 | |
Other Receivables | 4,036 | 0 | |
Total Prepaid Expenses and Other Receivables | $ 14,540 | $ 5,429 | $ 3,331 |
Temporary Equity and Stockhol_3
Temporary Equity and Stockholders' Equity - Summary of Accumulated but Unpaid Preferred Dividends (Detail) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||||||
Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Class of Stock [Line Items] | ||||||||
Distributed | $ (7,897) | $ (7,532) | $ (7,393) | $ (7,139) | $ (6,701) | $ (6,652) | $ (26,900) | $ (21,647) |
Series A Preferred Stock [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Beginning balance | 39,812 | 37,298 | 34,812 | 30,041 | 27,826 | 25,610 | 25,610 | 17,520 |
Accumulated | 2,656 | 2,514 | 2,486 | 2,385 | 2,215 | 2,216 | 9,202 | 8,090 |
Distributed | (42,468) | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
Ending balance | 0 | 39,812 | 37,298 | 32,426 | 30,041 | 27,826 | 34,812 | 25,610 |
Series A One Preferred Stock [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Beginning balance | 23,969 | 21,274 | 18,608 | 13,512 | 11,153 | 8,794 | 8,794 | 226 |
Accumulated | 2,880 | 2,695 | 2,666 | 2,548 | 2,359 | 2,359 | 9,814 | 8,568 |
Distributed | (26,849) | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
Ending balance | 0 | 23,969 | 21,274 | 16,060 | 13,512 | 11,153 | 18,608 | 8,794 |
Series B Preferred Stock [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Beginning balance | 38,474 | 36,151 | 33,910 | 29,495 | 27,391 | 25,338 | 25,338 | 17,594 |
Accumulated | 2,361 | 2,323 | 2,241 | 2,180 | 2,104 | 2,053 | 8,572 | 7,744 |
Distributed | (40,835) | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
Ending balance | $ 0 | $ 38,474 | $ 36,151 | $ 31,675 | $ 29,495 | $ 27,391 | $ 33,910 | $ 25,338 |
Temporary Equity and Stockhol_4
Temporary Equity and Stockholders' Equity - Additional Information (Detail) - USD ($) | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Class of Stock [Line Items] | |||
Common stock shares authorized | 315,000,000 | 55,659,643 | 55,659,643 |
Common stock shares issued | 71,810,419 | 30,281,520 | 30,309,350 |
Common stock shares outstanding | 71,810,419 | 30,281,520 | 30,309,350 |
Preferred stock, redemption price per share | $ 1,000 | ||
unpaid dividends for the preferred shares | $ 0 | ||
Series A Preferred Stock [Member] | |||
Class of Stock [Line Items] | |||
Preferred stock shares authorized | 7,765,229 | 7,765,229 | 7,765,229 |
Preferred stock shares issued | 0 | 7,756,158 | 6,836,003 |
Preferred stock shares outstanding | 0 | 7,756,158 | 6,836,003 |
Preference share discount rate | 2.00% | 2.00% | |
Preferred stock, dividend rate, percentage | 13.00% | 13.00% | |
Preferred stock, redemption amount | $ 85,200,000 | ||
Preferred stock redemption premium rate | 1.00% | ||
Series A-1 Preferred Stock | |||
Class of Stock [Line Items] | |||
Preferred stock shares authorized | 10,480,538 | 10,480,538 | 10,480,538 |
Preferred stock shares issued | 0 | 7,862,107 | 6,949,524 |
Preferred stock shares outstanding | 0 | 7,862,107 | 6,949,524 |
Preference share discount rate | 2.00% | 2.00% | |
Preferred stock, dividend rate, percentage | 13.75% | 13.75% | |
Preferred stock, redemption amount | $ 86,900,000 | ||
Preferred stock redemption premium rate | 1.00% | 1.00% | |
Series C Convertible Preferred Stock [Member] | |||
Class of Stock [Line Items] | |||
Preferred stock shares authorized | 6,872,894 | 6,872,894 | 6,872,894 |
Preferred stock shares issued | 0 | 2,566,186 | 2,566,186 |
Preferred stock shares outstanding | 0 | 2,566,186 | 2,566,186 |
Preferred stock, convertible, terms | 1.5X | ||
Convertible preferred stock, shares issued upon conversion | 16,802 | 0.15 | |
unpaid dividends for the preferred shares | $ 0 | ||
Series B Preferred Stock [Member] | |||
Class of Stock [Line Items] | |||
Preferred stock shares authorized | 9,090,975 | 9,090,975 | 9,090,975 |
Preferred stock shares issued | 0 | 9,090,975 | 8,233,774 |
Preferred stock shares outstanding | 0 | 9,090,975 | 8,233,774 |
Preferred stock, dividend rate, percentage | 10.00% | 10.00% | |
Preferred stock, redemption amount | $ 97,800,000 | ||
Capital Stock [Member] | |||
Class of Stock [Line Items] | |||
Capital units, authorized | 350,000,000 | ||
Common stock shares issued | 71,810,419 | ||
Common stock shares outstanding | 71,810,419 | ||
Preferred stock shares authorized | 35,000,000 | ||
Preferred stock shares issued | 0 | ||
Preferred stock shares outstanding | 0 | ||
Common Stock [Member] | |||
Class of Stock [Line Items] | |||
Convertible preferred stock, shares issued upon conversion | 2,520,368 |
Share-Based Payment and Relat_3
Share-Based Payment and Related Stock Option Plan - Summary of Share-based Payments to be a Level 3 Fair Value Measurement (Detail) | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Share Based Compensation Arrangement By Share Based Payment Award Fair Value Assumptions And Methodology [Line Items] | |||
Risk-free interest rate | 1.58% | ||
Expected term (life) of options (in years) | 2 years | ||
Expected dividends | 0.00% | 0.00% | 0.00% |
Expected volatility | 86.30% | ||
Maximum [Member] | |||
Share Based Compensation Arrangement By Share Based Payment Award Fair Value Assumptions And Methodology [Line Items] | |||
Risk-free interest rate | 2.47% | 2.47% | |
Expected term (life) of options (in years) | 4 years | 4 years | |
Expected volatility | 86.30% | 86.30% | |
Minimum [Member] | |||
Share Based Compensation Arrangement By Share Based Payment Award Fair Value Assumptions And Methodology [Line Items] | |||
Risk-free interest rate | 1.58% | 1.58% | |
Expected term (life) of options (in years) | 2 years | 2 years | |
Expected volatility | 67.90% | 67.90% |
Share-Based Payment and Relat_4
Share-Based Payment and Related Stock Option Plan - Summary of Company's Stock Options (Detail) - $ / shares | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward] | ||||
Beginning balance, Number of Options | 432,500 | 399,151 | 399,151 | |
Granted, Number of Options | 64,065 | 64,064 | 52,083 | |
Forfeited, Number of Options | (30,716) | (30,715) | (67,366) | |
Cancelled, Number of Options | (432,500) | |||
Ending balance, Number of Options | 0 | 432,500 | 432,500 | 399,151 |
Beginning balance, Weighted Average Grant Date Fair Value per Option | $ 15.45 | $ 15.82 | $ 15.82 | |
Granted, Weighted Average Grant Date Fair Value per Option | 13.50 | 13.50 | $ 15.91 | |
Forfeited, Weighted Average Grant Date Fair Value per Option | 15.80 | 15.80 | 15.80 | |
Cancelled, Weighted Average Grant Date Fair Value per Option | (15.45) | |||
Ending balance, Weighted Average Grant Date Fair Value per Option | 0 | 15.45 | 15.45 | 15.82 |
Beginning balance, Weighted Average Exercise Price | 141.53 | 141.53 | 141.53 | |
Granted, Weighted Average Exercise Price | 141.53 | 141.53 | 141.53 | |
Forfeited, Weighted Average Exercise Price | 141.53 | 141.53 | 141.53 | |
Cancelled, Weighted Average Exercise Price | (141.53) | |||
Ending balance, Weighted Average Exercise Price | $ 0 | $ 141.53 | $ 141.53 | $ 141.53 |
Weighted Average Remaining Contractual Term | 7 years 10 months 24 days | 7 years 8 months 12 days | 8 years 4 months 24 days | |
Cancelled, Weighted Average Remaining Contractual Term | 7 years 8 months 12 days | |||
After Effect Of Recapitalization [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward] | ||||
Beginning balance, Number of Options | 432,500 | 399,151 | 399,151 | 414,434 |
Ending balance, Number of Options | 432,500 | 399,151 | ||
Beginning balance, Weighted Average Grant Date Fair Value per Option | $ 15.45 | $ 15.82 | $ 15.82 | $ 15.80 |
Ending balance, Weighted Average Grant Date Fair Value per Option | 15.45 | 15.82 | ||
Beginning balance, Weighted Average Exercise Price | $ 141.53 | $ 141.53 | 141.53 | 141.53 |
Ending balance, Weighted Average Exercise Price | $ 141.53 | $ 141.53 | ||
Weighted Average Remaining Contractual Term | 7 years 8 months 12 days | 8 years 4 months 24 days | 9 years 3 months 18 days |
Share-Based Payment and Relat_5
Share-Based Payment and Related Stock Option Plan - Summary of Share-based Compensation Expense (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Share-based Payment Arrangement [Abstract] | ||||||
Total share-based compensation expense | $ 3,933 | $ 315 | $ 4,564 | $ 846 | $ 1,161 | $ 1,682 |
Unrecognized compensation cost | $ 0 | $ 0 | $ 3,416 | $ 3,793 | ||
Remaining recognition period (in years) | 2 years 8 months 12 days | 3 years 4 months 24 days |
Share-Based Payment and Relat_6
Share-Based Payment and Related Stock Option Plan - Summary of the Company's Exercisable Stock Options (Detail) - $ / shares | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Share-based Payment Arrangement [Abstract] | ||
Range of exercise prices, Lower Range Limit | $ 80.87 | $ 80.87 |
Range of exercise prices, Upper Range Limit | $ 202.18 | $ 202.18 |
Number | 153,898 | 85,110 |
Weighted average remaining contractual term (in years) | 7 years 3 months 18 days | 8 years 3 months 18 days |
Weighted average exercise price | $ 141.53 | $ 141.53 |
Share-Based Payment and Relat_7
Share-Based Payment and Related Stock Option Plan - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Share-based payment arrangement, expense | $ 3,933 | $ 315 | $ 4,564 | $ 846 | $ 1,161 | $ 1,682 |
Share-based payment arrangement, non vested award, cost not yet recognized, amount | $ 0 | 0 | 3,416 | 3,793 | ||
Fair value of options vested | 2,500 | 1,300 | ||||
aggregate intrinsic value of options outstanding | 8,900 | |||||
intrinsic value of options exercisable | 2,600 | |||||
total intrinsic value of options exercised | 0 | $ 0 | ||||
Cancellation Agreements [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Payment of Option Cash Consideration | $ 4,075,000 | $ 4,075,000 | ||||
Cancellation Agreements [Member] | Common Stock [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Stock Issued During Period, Shares, New Issues | 432,500 | 432,500 | ||||
Stock issued during the period value new issues | $ 3,377,825 | $ 4,325,000 |
Warrants on Common Stock - Addi
Warrants on Common Stock - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Class of Warrant or Right [Line Items] | ||||||
Class of warrants or rights exercise price of warrrant | $ 1 | $ 1 | ||||
Warrants outstanding | 8,911,744 | 8,911,744 | ||||
Change in fair value of warrant liability | $ (2,898) | $ 651 | $ (5,281) | $ 3,482 | $ 7,485 | $ (235) |
Share Price Equal or Exceeds Ten point Zero Rupees per dollar [Member] | ||||||
Class of Warrant or Right [Line Items] | ||||||
Class of warrants or rights exercise price of warrrant | $ 10 | $ 10 | ||||
Minimum lock in periodĀ for transfer, assign or sell warrants after completion of IPO | 30 days | |||||
IPO [Member] | ||||||
Class of Warrant or Right [Line Items] | ||||||
Class of warrant or right, number of securities called by warrants or rights | 1 | 1 | ||||
KORE Warrants [Member] | ||||||
Class of Warrant or Right [Line Items] | ||||||
Class of warrants or rights exercise price of warrrant | $ 0.01 | $ 0.01 | $ 0.01 | |||
Warrants outstanding | 0 | 0 | 9,814 | 9,814 | ||
Public Warrants [Member] | ||||||
Class of Warrant or Right [Line Items] | ||||||
Class of warrants or rights exercise price of warrrant | $ 11.50 | $ 11.50 | ||||
Warrants outstanding | 8,638,966 | 8,638,966 | ||||
Warrants exercisable term from the date of completion of business combination | 30 days | |||||
Warrants exercisable term from the closing of IPO | 12 months | |||||
Minimum lock In periodĀ to become effective after the closing of the initial Business Combination | 60 days | |||||
Class of warrants or rights outstanding term | 5 years | 5 years | ||||
Private Placement Warrants [Member] | ||||||
Class of Warrant or Right [Line Items] | ||||||
Class of warrants or rights exercise price of warrrant | $ 11.50 | $ 11.50 | ||||
Warrants outstanding | 272,778 | 272,778 | ||||
Common Stock [Member] | KORE Warrants [Member] | ||||||
Class of Warrant or Right [Line Items] | ||||||
Class of warrant or right, exercised and converted | 1,365,312 | 1,365,312 |
Net Loss Per Share - Summary Of
Net Loss Per Share - Summary Of Earnings Per Shares, Basic and Diluted (Detail) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||||||
Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Numerator: | ||||||||||
Net loss attributable to the Company | $ (4,508) | $ (6,885) | $ (1,081) | $ (5,648) | $ (11,058) | $ (2,768) | $ (12,474) | $ (19,474) | $ (35,201) | $ (23,443) |
Less dividends to preferred shareholder | (7,897) | (7,139) | (22,822) | (20,492) | (26,899) | (21,647) | ||||
Add premium on preferred conversion to common shares | 4,074 | 4,074 | ||||||||
Net loss attributable to common shareholders | $ (8,331) | $ (12,787) | $ (31,222) | $ (39,966) | $ (62,100) | $ (45,090) | ||||
Denominator: | ||||||||||
Weighted average common shares, basic and diluted (in number) | 30,732,921 | 30,281,520 | 30,433,641 | 30,285,684 | 31,650,173 | 31,169,435 | ||||
Net loss per share attributable to common shareholder, basic and diluted | $ (0.27) | $ (0.42) | $ (1.03) | $ (1.32) | $ (1.96) | $ (1.45) |
Net Loss Per Share - Summary _2
Net Loss Per Share - Summary Of Diluted Shares Outstanding (Detail) - shares | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Series C Convertible Preferred Stock [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive Securities Excluded from Computation of EPS | 0 | 2,566,186 | 2,566,186 | 2,566,186 |
Stock Option [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive Securities Excluded from Computation of EPS | 0 | 432,500 | 432,500 | 399,151 |
Related Party Transactions - Su
Related Party Transactions - Summary of Related Party Transactions Outstanding (Detail) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Related Party Transaction [Line Items] | |||
Due to related parties | $ 1,122 | $ 1,615 | $ 1,472 |
Interfusion B.V. [Member] | Related Party Loans [Member] | |||
Related Party Transaction [Line Items] | |||
Due to related parties | 0 | 985 | 898 |
T-Fone B.V. [Member] | Related Party Loans [Member] | |||
Related Party Transaction [Line Items] | |||
Due to related parties | $ 0 | $ 630 | $ 574 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Detail) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Related Party Transaction [Line Items] | ||||
Repayment of related party debt | $ 1,538 | |||
Aggregated related party transactions | $ 200 | $ 300 | ||
Related party transaction, Interest, Accrual term | quarterly | quarterly | ||
Due to related parties | $ 1,122 | $ 1,615 | 1,472 | |
Related Party Loans [Member] | ||||
Related Party Transaction [Line Items] | ||||
Related party transaction, Rate | 2.50% | 2.50% | ||
Accrued interest, Related Party | $ 30 | $ 30 | $ 40 | $ 33 |
Accrued Transaction Costs Relating To The Business Combination [Member] | ||||
Related Party Transaction [Line Items] | ||||
Due to related parties | 1,100 | |||
KORE TM Data Brasil Processamento de Dados Ltda [Member] | Lease And Professional Services Agreement [Member] | General and Administrative Expense [Member] | ||||
Related Party Transaction [Line Items] | ||||
Aggregated related party transactions | 200 | $ 200 | ||
Interfusion B V andT FoneB V [Member] | ||||
Related Party Transaction [Line Items] | ||||
Repayment of related party debt | 1,600 | |||
Interfusion B V andT FoneB V [Member] | Related Party Loans [Member] | ||||
Related Party Transaction [Line Items] | ||||
Repayment of related party debt | $ 1,600 |
Subsequent Events - Additional
Subsequent Events - Additional Information (Detail) - USD ($) | Oct. 01, 2021 | Sep. 30, 2021 |
Exchangeable Notes Purchase Agreement [Member] | ||
Subsequent Event [Line Items] | ||
Debt Instrument, Face Amount | $ 24,900,000 | |
Subsequent Event [Member] | ||
Subsequent Event [Line Items] | ||
Long-term Purchase Commitment, Amount | $ 25,000 | |
Subsequent Event [Member] | Sponsor [Member] | Common Stock [Member] | ||
Subsequent Event [Line Items] | ||
Shares, Issued | 100,000 |
Schedule I - Parent Company Fin
Schedule I - Parent Company Financial Information - Summary of Condensed Balance Sheets (Detail) - USD ($) $ in Thousands | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Dec. 31, 2020 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Dec. 31, 2019 |
Non-current assets | ||||||||
Total assets | $ 760,406 | $ 700,019 | $ 724,846 | |||||
Long-term liabilities | ||||||||
Warrant liability | 273 | 15,944 | 8,459 | |||||
Total liabilities | 476,439 | 415,908 | 408,611 | |||||
Temporary equity | ||||||||
Total temporary equity | 263,895 | 236,995 | ||||||
Stockholders' equity | ||||||||
Common Stock, Value | 7 | 3 | 3 | |||||
Additional paid-in capital | 413,316 | 135,616 | 161,555 | |||||
Accumulated other comprehensive loss | (3,156) | (1,677) | (3,793) | |||||
Accumulated deficit | (126,200) | (113,726) | (78,525) | |||||
Total stockholders' equity | 283,967 | $ (2,202) | $ 11,157 | 20,216 | $ 39,024 | $ 50,109 | $ 66,723 | 79,240 |
Total liabilities, temporary equity and stockholders' equity | $ 760,406 | 700,019 | 724,846 | |||||
Parent Company [Member] | ||||||||
Non-current assets | ||||||||
Investment in subsidiaries | 300,055 | 324,694 | ||||||
TotalĀ non-currentĀ assets | 300,055 | 324,694 | ||||||
Total assets | 300,055 | 324,694 | ||||||
Long-term liabilities | ||||||||
Warrant liability | 15,944 | 8,459 | ||||||
Total liabilities | 15,944 | 8,459 | ||||||
Temporary equity | ||||||||
Total temporary equity | 263,895 | 236,995 | ||||||
Stockholders' equity | ||||||||
Common Stock, Value | 3 | 3 | ||||||
Additional paid-in capital | 135,616 | 161,555 | ||||||
Accumulated other comprehensive loss | (1,677) | (3,793) | ||||||
Accumulated deficit | (113,726) | (78,525) | ||||||
Total stockholders' equity | 20,216 | 79,240 | ||||||
Total liabilities, temporary equity and stockholders' equity | 300,055 | 324,694 | ||||||
Series A Preferred Stock [Member] | ||||||||
Temporary equity | ||||||||
Total temporary equity | 77,562 | 68,360 | ||||||
Series A Preferred Stock [Member] | Parent Company [Member] | ||||||||
Temporary equity | ||||||||
Total temporary equity | 77,562 | 68,360 | ||||||
Series A1 Preferred Stock [Member] | ||||||||
Temporary equity | ||||||||
Total temporary equity | 78,621 | 69,495 | ||||||
Series A1 Preferred Stock [Member] | Parent Company [Member] | ||||||||
Temporary equity | ||||||||
Total temporary equity | 78,621 | 69,495 | ||||||
Series B Preferred Stock [Member] | ||||||||
Temporary equity | ||||||||
Total temporary equity | 90,910 | 82,338 | ||||||
Series B Preferred Stock [Member] | Parent Company [Member] | ||||||||
Temporary equity | ||||||||
Total temporary equity | 90,910 | 82,338 | ||||||
Series C Preferred Stock [Member] | ||||||||
Temporary equity | ||||||||
Total temporary equity | 16,802 | 16,802 | ||||||
Series C Preferred Stock [Member] | Parent Company [Member] | ||||||||
Temporary equity | ||||||||
Total temporary equity | $ 16,802 | $ 16,802 |
Schedule I - Parent Company F_2
Schedule I - Parent Company Financial Information - Summary of Condensed Balance Sheets (Parenthetical) (Detail) - $ / shares | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Jan. 31, 2021 | Dec. 31, 2020 | Dec. 21, 2020 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Dec. 31, 2019 |
Temporary Equity, Par or Stated Value Per Share | $ 1,000 | |||||||||
Common stock par or stated value per share | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||||
Common stock shares authorized | 315,000,000 | 55,659,643 | 55,659,643 | |||||||
Common stock shares issued | 71,810,419 | 30,281,520 | 30,309,350 | |||||||
Common stock shares outstanding | 71,810,419 | 30,281,520 | 30,309,350 | |||||||
Series A Preferred Stock [Member] | ||||||||||
Temporary Equity, Par or Stated Value Per Share | $ 1,000 | $ 1,000 | $ 1,000 | |||||||
Temporary Equity, Shares Authorized | 0 | 7,765,229 | 7,765,229 | |||||||
Temporary Equity, Shares Issued | 0 | 7,756,158 | 6,836,003 | |||||||
Temporary Equity, Shares Outstanding | 0 | 8,256 | 8,005 | 7,756,158 | 7,519 | 7,280 | 7,058 | 6,836,003 | ||
Series A1 Preferred Stock [Member] | ||||||||||
Temporary Equity, Par or Stated Value Per Share | $ 1,000 | $ 1,000 | $ 1,000 | |||||||
Temporary Equity, Shares Authorized | 0 | 10,480,538 | 10,480,538 | |||||||
Temporary Equity, Shares Issued | 0 | 7,862,107 | 6,949,524 | |||||||
Temporary Equity, Shares Outstanding | 0 | 8,399 | 8,129 | 7,862,107 | 7,683 | 7,426 | 7,188 | 6,949,524 | ||
Series B Preferred Stock [Member] | ||||||||||
Temporary Equity, Par or Stated Value Per Share | $ 1,000 | $ 1,000 | $ 1,000 | |||||||
Temporary Equity, Shares Authorized | 0 | 9,090,975 | 9,090,975 | |||||||
Temporary Equity, Shares Issued | 0 | 9,090,975 | 8,233,774 | |||||||
Temporary Equity, Shares Outstanding | 0 | 9,547 | 9,315 | 9,090,975 | 8,867 | 8,649 | 8,439 | 8,233,774 | ||
Parent Company [Member] | ||||||||||
Temporary Equity, Par or Stated Value Per Share | $ 1,000 | |||||||||
Common stock par or stated value per share | $ 0.0001 | $ 0.0001 | ||||||||
Common stock shares authorized | 55,659,643 | 55,659,643 | ||||||||
Common stock shares issued | 30,281,520 | 30,309,350 | ||||||||
Common stock shares outstanding | 30,281,520 | 30,309,350 | ||||||||
Parent Company [Member] | Series A Preferred Stock [Member] | ||||||||||
Temporary Equity, Par or Stated Value Per Share | $ 1,000 | $ 1,000 | ||||||||
Temporary Equity, Shares Authorized | 7,765,229 | 7,765,229 | ||||||||
Temporary Equity, Shares Issued | 7,756,158 | 6,836,003 | ||||||||
Temporary Equity, Shares Outstanding | 7,756,158 | 6,836,003 | ||||||||
Parent Company [Member] | Series A1 Preferred Stock [Member] | ||||||||||
Temporary Equity, Par or Stated Value Per Share | $ 1,000 | |||||||||
Temporary Equity, Shares Authorized | 10,480,538 | 10,480,538 | ||||||||
Temporary Equity, Shares Issued | 7,862,107 | 6,949,524 | ||||||||
Temporary Equity, Shares Outstanding | 7,862,107 | 6,949,524 | ||||||||
Parent Company [Member] | Series B Preferred Stock [Member] | ||||||||||
Temporary Equity, Par or Stated Value Per Share | $ 1,000 | $ 1,000 | ||||||||
Temporary Equity, Shares Authorized | 9,090,975 | 9,090,975 | ||||||||
Temporary Equity, Shares Issued | 9,090,975 | 8,233,774 | ||||||||
Temporary Equity, Shares Outstanding | 9,090,975 | 8,233,774 | ||||||||
Parent Company [Member] | Series C Convertible Preferred Stock [Member] | ||||||||||
Temporary Equity, Par or Stated Value Per Share | $ 1,000 | |||||||||
Temporary Equity, Shares Authorized | 6,872,894 | 6,872,894 | ||||||||
Temporary Equity, Shares Issued | 2,566,186 | 2,566,186 | ||||||||
Temporary Equity, Shares Outstanding | 2,566,186 | 2,566,186 |
Schedule I - Parent Company F_3
Schedule I - Parent Company Financial Information - Summary Of Condensed Statements Of Loss and Comprehensive Loss (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||||||
Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Condensed Income Statements, Captions [Line Items] | ||||||||||
Equity in net loss of subsidiaries | $ 27,716 | $ 23,678 | ||||||||
Change in fair value of warrants | $ 2,898 | $ (651) | $ 5,281 | $ (3,482) | (7,485) | 235 | ||||
Loss before income taxes | (8,218) | (7,166) | (20,102) | (24,850) | (40,519) | (36,384) | ||||
Net loss | (4,508) | $ (6,885) | $ (1,081) | (5,648) | $ (11,058) | $ (2,768) | (12,474) | (19,474) | (35,201) | (23,443) |
Other comprehensive loss: | ||||||||||
Foreign currency translation adjustment | 2,116 | 517 | ||||||||
Comprehensive loss | $ (5,830) | $ (4,261) | $ (13,953) | $ (20,370) | (33,085) | (22,926) | ||||
Parent Company [Member] | ||||||||||
Condensed Income Statements, Captions [Line Items] | ||||||||||
Equity in net loss of subsidiaries | (27,716) | (23,678) | ||||||||
Loss before income taxes | $ (35,201) | $ (23,443) |
Schedule I - Parent Company F_4
Schedule I - Parent Company Financial Information - Summary Of Condensed Statements Of Cash Flows (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||||||
Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Cash flows from operating activities | ||||||||||
Net loss | $ (4,508) | $ (6,885) | $ (1,081) | $ (5,648) | $ (11,058) | $ (2,768) | $ (12,474) | $ (19,474) | $ (35,201) | $ (23,443) |
Adjustments to reconcile net loss to net cash provided by operating activities | ||||||||||
Equity in net loss of subsidiaries | 27,716 | 23,678 | ||||||||
Change in fair value of warrant liability | (2,898) | 651 | (5,281) | 3,482 | 7,485 | (235) | ||||
Cash (used in) provided by operating activities | (9,439) | 18,693 | 26,471 | 14,253 | ||||||
Cash flows from investing activities | ||||||||||
Distribution from subsidiary | 200 | 80 | ||||||||
Net cash used in investing activities | (9,782) | (9,308) | (11,603) | (50,370) | ||||||
Cash flows from financing activities | ||||||||||
Repurchase of common stock | (200) | (200) | (80) | |||||||
Cash provided by (used in) financing activities | 81,772 | (6,073) | (12,718) | 36,998 | ||||||
Effect of exchange rate change on cash and cash equivalents | (188) | (88) | (149) | (162) | ||||||
Change in Cash and Cash Equivalents and Restricted Cash | 62,363 | 3,224 | 2,001 | 719 | ||||||
Cash and Cash Equivalents and Restricted Cash, beginning of period | 10,693 | 8,692 | 10,693 | 8,692 | 8,692 | 7,973 | ||||
Cash and Cash Equivalents and Restricted Cash, end of period | $ 73,056 | $ 11,916 | 73,056 | 11,916 | 10,693 | 8,692 | ||||
Non-cash investing and financing activities: | ||||||||||
Equity issued for acquisition of Integron LLC | 56,502 | 7,000 | ||||||||
Share-based payment awards issued to employees of subsidiaries | 1,161 | 1,682 | ||||||||
Parent Company [Member] | ||||||||||
Adjustments to reconcile net loss to net cash provided by operating activities | ||||||||||
Equity in net loss of subsidiaries | (27,716) | (23,678) | ||||||||
Cash (used in) provided by operating activities | 0 | 0 | ||||||||
Cash flows from investing activities | ||||||||||
Net cash used in investing activities | 200 | 80 | ||||||||
Cash flows from financing activities | ||||||||||
Cash provided by (used in) financing activities | (200) | (80) | ||||||||
Effect of exchange rate change on cash and cash equivalents | 0 | 0 | ||||||||
Change in Cash and Cash Equivalents and Restricted Cash | 0 | 0 | ||||||||
Cash and Cash Equivalents and Restricted Cash, beginning of period | $ 0 | $ 0 | $ 0 | $ 0 | 0 | 0 | ||||
Cash and Cash Equivalents and Restricted Cash, end of period | $ 0 | $ 0 |
Schedule I - Parent Company F_5
Schedule I - Parent Company Financial Information - Additional Information (Detail) | Dec. 31, 2020 |
Restricted Investments, Percent of Net Assets | 25.00% |
Parent Company [Member] | |
Restricted Investments, Percent of Net Assets | 25.00% |