Cover Page
Cover Page | 12 Months Ended |
Dec. 31, 2021 | |
Document Information [Line Items] | |
Document Type | POS AM |
Amendment Flag | true |
Entity Registrant Name | KORE Group Holdings, Inc. |
Entity Central Index Key | 0001855457 |
Entity Filer Category | Non-accelerated Filer |
Entity Small Business | false |
Entity Emerging Growth Company | true |
Entity Ex Transition Period | false |
Amendment Description | Amendment No. 1 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Current assets: | ||
Cash and cash equivalents | $ 85,976 | $ 10,321 |
Accounts receivable, net of allowances for credits and doubtful accounts of $1,800 and $2,804, at December 31, 2021, and 2020, respectively | 51,304 | 40,661 |
Inventories, net | 15,470 | 5,842 |
Income taxes receivable | 954 | 0 |
Prepaid expenses and other receivables | 7,448 | 5,429 |
Total current assets | 161,152 | 62,253 |
Non-current assets | ||
Restricted cash | 367 | 372 |
Property and equipment, net | 12,240 | 13,709 |
Intangibles assets, net | 203,474 | 240,203 |
Goodwill | 381,962 | 382,749 |
Deferred tax assets | 0 | 122 |
Other long-term assets | 407 | 611 |
Total assets | 759,602 | 700,019 |
Current liabilities | ||
Accounts payable | 16,004 | 22,978 |
Accrued liabilities | 21,311 | 17,209 |
Income taxes payable | 467 | 244 |
Current portion of capital lease obligations | 191 | 856 |
Deferred revenue | 6,889 | 7,772 |
Current portion of long-term debt and other borrowings, net | 3,326 | 3,161 |
Total current liabilities | 48,188 | 52,220 |
Non-current liabilities | ||
Deferred tax liabilities | 36,722 | 42,840 |
Due to related parties | 0 | 1,615 |
Warrant liability | 286 | 15,944 |
Capital lease obligations | 264 | 508 |
Long-term debt and other borrowings, net | 399,115 | 298,404 |
Other long-term liabilities | 2,884 | 4,377 |
Total liabilities | 487,459 | 415,908 |
Temporary equity | ||
Total temporary equity | 263,895 | |
Stockholders' equity | ||
Common stock, voting; par value $0.0001 per share; 315,000,000 shares authorized, 72,027,743 shares issued and outstanding at December 31, 2021; 55,659,643 shares authorized, 30,281,520 shares issued and outstanding at December 31, 2020 | 7 | 3 |
Additional paid-in capital | 413,646 | 135,616 |
Accumulated other comprehensive loss | (3,331) | (1,677) |
Accumulated deficit | (138,179) | (113,726) |
Total stockholders' equity | 272,143 | 20,216 |
Total liabilities, temporary equity and stockholders' equity | $ 759,602 | 700,019 |
Series A Preferred Stock [Member] | ||
Temporary equity | ||
Total temporary equity | 77,562 | |
Series A1 Preferred Stock [Member] | ||
Temporary equity | ||
Total temporary equity | 78,621 | |
Series B Preferred Stock [Member] | ||
Temporary equity | ||
Total temporary equity | 90,910 | |
Series C Preferred Stock [Member] | ||
Temporary equity | ||
Total temporary equity | $ 16,802 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Dec. 31, 2021 | Sep. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Allowances for credits and doubtful accounts | $ 1,800 | $ 2,804 | ||
Common stock par or stated value per share | $ 0.0001 | $ 0.0001 | ||
Common stock shares authorized | 315,000,000 | 55,659,643 | ||
Common stock shares issued | 72,027,743 | 30,281,520 | ||
Common stock shares outstanding | 72,027,743 | 30,281,520 | ||
Series A Preferred Stock [Member] | ||||
Temporary Equity, Par or Stated Value Per Share | $ 1,000 | $ 1,000 | ||
Temporary Equity, Shares Authorized | 0 | 7,765,229 | ||
Temporary Equity, Shares Issued | 0 | 7,756,158 | ||
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 | ||
Temporary Equity, Shares Authorized | 0 | 10,480,538 | ||
Temporary Equity, Shares Issued | 0 | 7,862,107 | ||
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 | ||
Temporary Equity, Shares Authorized | 0 | 9,090,975 | ||
Temporary Equity, Shares Issued | 0 | 9,090,975 | ||
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 | ||
Temporary Equity, Shares Authorized | 0 | 6,872,894 | ||
Temporary Equity, Shares Issued | 0 | 2,566,186 | ||
Temporary Equity, Shares Outstanding | 0 | 2,566,186 | 2,566,186 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Revenue | |||
Revenue | $ 248,217 | $ 213,760 | $ 169,152 |
Cost of revenue | |||
Cost of revenue | 122,224 | 97,930 | 63,665 |
Operating expenses | |||
Selling, general and administrative | 91,733 | 72,883 | 65,298 |
Depreciation and amortization | 50,414 | 52,488 | 48,131 |
Intangible asset impairment loss | 0 | 0 | 3,892 |
Total operating expenses | 142,147 | 125,371 | 117,321 |
Operating loss | (16,154) | (9,541) | (11,834) |
Interest expense, including amortization of deferred financing costs, net | 23,260 | 23,493 | 24,785 |
Change in fair value of warrant liability | (5,267) | 7,485 | (235) |
Loss before income taxes | (34,147) | (40,519) | (36,384) |
Income tax expense (benefit) | |||
Current | 177 | 1,051 | (1,450) |
Deferred | (9,871) | (6,369) | (11,491) |
Total income tax benefit | (9,694) | (5,318) | (12,941) |
Net loss attributable to the Company | $ (24,453) | $ (35,201) | $ (23,443) |
Loss per share: | |||
Basic | $ (1.03) | $ (1.96) | $ (1.45) |
Diluted | $ (1.03) | $ (1.96) | $ (1.45) |
Weighted average shares outstanding (in Number): | |||
Basic | 41,933,050 | 31,650,173 | 31,169,435 |
Diluted | 41,933,050 | 31,650,173 | 31,169,435 |
Service | |||
Revenue | |||
Revenue | $ 187,962 | $ 172,845 | $ 159,425 |
Cost of revenue | |||
Cost of revenue | 69,867 | 64,520 | 57,621 |
Product | |||
Revenue | |||
Revenue | 60,255 | 40,915 | 9,727 |
Cost of revenue | |||
Cost of revenue | $ 52,357 | $ 33,410 | $ 6,044 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Loss - 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, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Net loss | $ (8,331) | $ (12,787) | $ (31,222) | $ (39,966) | $ (24,453) | $ (35,201) | $ (23,443) |
Other comprehensive income (loss): | |||||||
Foreign currency translation adjustment | (1,654) | 2,116 | 517 | ||||
Comprehensive loss | $ (26,107) | $ (33,085) | $ (22,926) |
Statement of Changes in Shareho
Statement of Changes in Shareholders' Equity - USD ($) | 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] | Series C Convertible Preferred Stock [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 | $ 115,211,000 | $ 115,211,000 | $ 2,000 | $ 3,000 | $ 174,601,000 | $ 174,600,000 | $ (4,310,000) | $ (4,310,000) | $ (55,082,000) | $ (55,082,000) | ||||||||||||||||||
Beginning balance, shares at Dec. 31, 2018 | 213,756 | 29,743,987 | ||||||||||||||||||||||||||
Temporary equity, beginning balance at Dec. 31, 2018 | $ 215,348,000 | $ 215,348,000 | $ 60,270,000 | $ 60,270,000 | $ 61,444,000 | $ 61,444,000 | $ 76,832,000 | $ 76,832,000 | $ 16,802,000 | $ 16,802,000 | ||||||||||||||||||
Temporary equity, beginning balance, shares at Dec. 31, 2018 | 42,750 | 6,027,027 | 60,013 | 6,144,432 | 57,000 | 7,683,175 | 16,802 | 2,566,186 | ||||||||||||||||||||
Conversion of stock | $ 1,000 | $ (1,000) | ||||||||||||||||||||||||||
Conversion of stock, shares | 5,984,277 | 6,084,419 | 7,626,175 | 2,549,384 | 29,530,231 | |||||||||||||||||||||||
Issuance of stock | $ 7,000,000 | 7,000,000 | ||||||||||||||||||||||||||
Issuance of stock, shares | 573,016 | |||||||||||||||||||||||||||
Repurchase of stock | (80,000) | (80,000) | ||||||||||||||||||||||||||
Repurchase of stock, shares | (7,653) | |||||||||||||||||||||||||||
Accrued dividends payable | (21,647,000) | (21,647,000) | ||||||||||||||||||||||||||
Temporary equity of accrued dividends payable | 21,647,000 | $ 8,090,000 | $ 8,051,000 | $ 5,506,000 | ||||||||||||||||||||||||
Temporary equity of accrued dividends payable, shares | 808,976 | 805,092 | 550,599 | |||||||||||||||||||||||||
Foreign currency translation adjustment | 517,000 | $ 517,000 | ||||||||||||||||||||||||||
Share-based compensation | 1,682,000 | 1,682,000 | ||||||||||||||||||||||||||
Net loss | (23,443,000) | $ (23,443,000) | ||||||||||||||||||||||||||
Temporary equity, ending balance at Dec. 31, 2019 | 236,995,000 | $ 68,360,000 | $ 69,495,000 | $ 82,338,000 | $ 16,802,000 | |||||||||||||||||||||||
Temporary equity, ending balance, shares at Dec. 31, 2019 | 6,836,003 | 6,949,524 | 8,233,774 | 2,566,186 | ||||||||||||||||||||||||
Ending balance at Dec. 31, 2019 | 79,240,000 | $ 3,000 | 161,555,000 | (3,793,000) | (78,525,000) | |||||||||||||||||||||||
Ending balance, shares at Dec. 31, 2019 | 30,309,350 | |||||||||||||||||||||||||||
Repurchase of stock | (200,000) | (200,000) | ||||||||||||||||||||||||||
Repurchase of stock, shares | (27,830) | |||||||||||||||||||||||||||
Accrued dividends payable | (26,900,000) | $ 0 | $ 0 | (26,900,000) | ||||||||||||||||||||||||
Temporary equity of accrued dividends payable | 26,900,000 | $ 9,202,000 | $ 9,126,000 | $ 8,572,000 | ||||||||||||||||||||||||
Temporary equity of accrued dividends payable, shares | 920,155 | 912,583 | 857,201 | |||||||||||||||||||||||||
Foreign currency translation adjustment | 2,116,000 | 2,116,000 | ||||||||||||||||||||||||||
Share-based compensation | 1,161,000 | 1,161,000 | ||||||||||||||||||||||||||
Net loss | (35,201,000) | (35,201,000) | ||||||||||||||||||||||||||
Temporary equity, ending balance at Dec. 31, 2020 | 263,895,000 | $ 77,562,000 | $ 78,621,000 | $ 90,910,000 | $ 16,802,000 | |||||||||||||||||||||||
Temporary equity, ending balance, shares at Dec. 31, 2020 | 7,756,158 | 7,862,107 | 9,090,975 | 2,566,186 | ||||||||||||||||||||||||
Ending balance at Dec. 31, 2020 | 20,216,000 | $ 3,000 | 135,616,000 | (1,677,000) | (113,726,000) | |||||||||||||||||||||||
Ending balance, shares at Dec. 31, 2020 | 30,281,520 | |||||||||||||||||||||||||||
Accrued dividends payable | (22,822,000) | $ (42,468,000) | $ (40,835,000) | (22,822,000) | ||||||||||||||||||||||||
Temporary equity of accrued dividends payable | 22,822,000 | $ 7,656,000 | $ 8,241,000 | $ 6,925,000 | ||||||||||||||||||||||||
Temporary equity of accrued dividends payable, shares | 765,609 | 824,076 | 692,543 | |||||||||||||||||||||||||
Foreign currency translation adjustment | (1,654,000) | (1,654,000) | ||||||||||||||||||||||||||
Share-based compensation | (1,856,000) | $ 200,426,000 | (1,856,000) | |||||||||||||||||||||||||
Derecognition of shares, value | (300,000) | $ (300,000) | ||||||||||||||||||||||||||
Derecognition of shares, shares | (45,818) | |||||||||||||||||||||||||||
CTAC shares recapitalized, net of equity issuance cost | 6,460,000 | $ 1,000 | 6,428,000 | |||||||||||||||||||||||||
CTAC shares recapitalized, net of equity issuance costs, shares | 10,373,491 | |||||||||||||||||||||||||||
Conversion of KORE warrants | 10,663,000 | 10,663,000 | ||||||||||||||||||||||||||
Conversion of KORE warrants, shares | 1,365,612 | |||||||||||||||||||||||||||
Private offering and merger financing, net of equity issuance costs | 217,126,000 | $ 2,000 | 216,875,000 | |||||||||||||||||||||||||
Private offering and merger financing, net of equity issuance costs, shares | 22,686,326 | |||||||||||||||||||||||||||
Distributions to and conversions of preferred stock (Temporary equity Shares) | (8,521,767) | (8,686,183) | (9,783,518) | (2,520,368) | ||||||||||||||||||||||||
Distributions to and conversions of preferred stock (Shares) | 7,120,368 | |||||||||||||||||||||||||||
Distributions to and conversions of preferred stock (Temporary equity Value) | (286,417,000) | $ (85,218,000) | $ (86,862,000) | $ (97,835,000) | $ (16,502,000) | |||||||||||||||||||||||
Distributions to and conversions of preferred stock | 56,503,000 | $ 1,000 | 56,502,000 | |||||||||||||||||||||||||
Equity portion of convertible debt, net of issuance costs | 11,960,000 | 12,240,000 | ||||||||||||||||||||||||||
Net loss | (24,453,000) | (24,453,000) | ||||||||||||||||||||||||||
Temporary equity, ending balance at Dec. 31, 2021 | 0 | $ 0 | $ 0 | $ 0 | $ 0 | |||||||||||||||||||||||
Temporary equity, ending balance, shares at Dec. 31, 2021 | 0 | 0 | 0 | 0 | 0 | |||||||||||||||||||||||
Ending balance at Dec. 31, 2021 | $ 272,143,000 | $ 7,000 | $ 413,646,000 | $ (3,331,000) | $ (138,179,000) | |||||||||||||||||||||||
Ending balance, shares at Dec. 31, 2021 | 72,027,743 |
Statement of Changes in Share_2
Statement of Changes in Shareholder's Equity (Parenthetical) $ in Thousands | 12 Months Ended |
Dec. 31, 2021USD ($) | |
Recapitalization Costs | $ 15,943 |
Issuance Costs | 8,123 |
Debt finance issuance costs | 384 |
Deferred tax liabilities | 3,999 |
Net of Sponsor Shares | $ 683 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Cash flows from operating activities | |||
Net loss | $ (24,453) | $ (35,201) | $ (23,443) |
Adjustments to reconcile net loss to net cash (used in) provided by operating activities | |||
Depreciation and amortization | 50,414 | 52,488 | 48,131 |
Intangible asset impairment loss | 0 | 0 | 3,892 |
Amortization of deferred financing costs | 2,097 | 2,313 | 2,063 |
Amortization of discount on Backstop Notes | 424 | ||
Deferred income taxes | (9,871) | (6,178) | (11,419) |
Non-cash foreign currency loss | 344 | 233 | 1,440 |
Share-based compensation | 4,564 | 1,161 | 1,682 |
Provision for doubtful accounts | 322 | 640 | 905 |
Change in fair value of warrant liability | (5,267) | 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 | (11,884) | (6,072) | 860 |
Inventories | (9,875) | (3,027) | (566) |
Prepaid expenses and other receivables | (1,700) | (2,020) | 169 |
Accounts payable and accrued liabilities | (8,371) | 13,100 | (2,458) |
Deferred revenue | (805) | 1,583 | (44) |
Income taxes payable | (697) | (34) | (1,158) |
Change in minimum carrier commitment liability | (3,297) | ||
Cash (used in) provided by operating activities | (14,758) | 26,471 | 14,253 |
Cash flows used in investing activities | |||
Additions to intangible assets | (9,247) | (10,135) | (10,491) |
Additions to property and equipment | (4,172) | (1,834) | (2,391) |
Acquisition of Integron LLC, net of cash acquired | 366 | (37,488) | |
Net cash used in investing activities | (13,419) | (11,603) | (50,370) |
Cash flows from financing activities | |||
Proceeds from revolving credit facility | 25,000 | 8,135 | |
Repayment on revolving credit facility | (25,000) | (8,300) | |
Repayment of term loan | (3,161) | (3,526) | (2,888) |
Repayment of other borrowings - notes payable | (173) | ||
Proceeds from term loan | 35,000 | ||
Proceeds from convertible debt | 104,167 | 0 | 0 |
Proceeds from equity portion of convertible debt, net of issuance costs | 15,697 | ||
Payment of deferred financing costs | (1,579) | (2,089) | |
Repayment of related party note | (1,538) | ||
Repurchase of common stock | (200) | (80) | |
Proceeds from CTAC and PIPE financing, net of issuance costs | 223,688 | ||
Settlements of preferred shares | (229,915) | ||
Payment of capital lease obligations | (828) | (692) | (1,080) |
Payment of stock option share employee withholding taxes | (2,305) | ||
Cash provided by/(used in) financing activities | 104,053 | (12,718) | 36,998 |
Effect of Exchange Rate Change on Cash and Cash Equivalents | (226) | (149) | (162) |
Change in Cash and Cash Equivalents and Restricted Cash | 75,650 | 2,001 | 719 |
Cash and Cash Equivalents and Restricted Cash, beginning of period | 10,693 | 8,692 | 7,973 |
Cash and Cash Equivalents and Restricted Cash, end of period | 86,343 | 10,693 | 8,692 |
Non-cash investing and financing activities: | |||
Equity issued for acquisition of Integron LLC | 56,502 | 7,000 | |
Equity financing fees accrued | 3,602 | ||
Capital leases | 0 | 622 | 1,120 |
Common shares issued to preferred shareholders | 56,502 | 7,000 | |
Equity financing fees settled in common shares | 1,863 | ||
Common shares issued to option holders pursuant to the Cancellation Agreements | 1,072 | ||
Common shares issued to warrant holders | 10,663 | ||
Sponsor shares distributed to lender under Backstop Agreement | 683 | ||
Supplemental cash flow information: | |||
Interest paid | 19,874 | 21,544 | 23,977 |
Taxes paid (net of refunds) | $ 957 | $ 379 | $ 417 |
Nature Of Operations
Nature Of Operations | 12 Months Ended |
Dec. 31, 2021 | |
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. (“Maple” or “pre-combination KORE”) entered into a definitive merger agreement (the “Business Combination”) with Cerberus Telecom Acquisition Corp. (NYSE: CTAC). On September 29 , 2021 , CTAC held a special meeting, at which CTAC’s shareholders voted to approve the proposals outlined in the proxy statement filed by CTAC with the Securities Exchange Commission (the “SEC”) on August 13 , 2021 , including, among other things, the adoption of the Business Combination and approval of the other transactions contemplated by the merger agreement. On September 30 , 2021 (the “Closing Date”), as contemplated by the merger agreement, (i) CTAC merged with and into King LLC Merger Sub, LLC (“LLC Merger Sub”) (the “Pubco Merger”), with LLC Merger Sub being the surviving entity of the Pubco Merger and King Pubco, Inc. (“Pubco”) as parent of the surviving entity, (ii) immediately prior to the First Merger (as defined below), Cerberus Telecom Acquisition Holdings, LLC (the “Sponsor”) contributed 100% of its equity interests in King Corp Merger Sub, Inc. (“Corp Merger Sub”) to Pubco (the “Corp Merger Sub Contribution”), 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 “First Merger”), 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 “Second Merger” and, together with the First Merger, being collectively referred to as the “Mergers” and, together with the other transactions contemplated by the merger agreement, the “Transactions” 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 “KORE Group Holdings, Inc.” (the “Company”) The combined Company remained listed on the NYSE under the new ticker symbol “KORE”. The Business Combination was accounted for as a reverse recapitalization whereby pre-combination pre-combination pre-combination The consolidated balance sheets, statements of operations and statements of temporary equity and stockholders’ 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 (“M2M”) market. The Company’s IoT platform is delivered in partnership with the world’s largest mobile network operators and provides secure, reliable wireless connectivity to mobile and fixed devices. This technology enables the Company to expand its global technology platform by transferring capabilities across new and existing vertical markets and delivers complimentary products to channel partners and resellers worldwide. The Company has operating subsidiaries located in Australia, Belgium, Brazil, Canada, Dominican Republic, Ireland, Malta, Mexico, the Netherlands, New Zealand, Singapore, Switzerland, the United Kingdom and the United States. The Company’s consolidated financial statements (the “consolidated financial statements”) reflect its financial statements and those of its wholly owned subsidiaries. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The Company’s 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 (“US GAAP”). Intercompany balances and transactions were eliminated upon consolidation. The preparation of consolidated financial statements in conformity with GAAP requires management to make use of estimates and assumptions that affect the reported amounts and disclosures. The Business Combination is accounted for as a reve Pre-combination • the equity holders of pre-combination • the senior management of pre-combination • in comparison with CTAC, pre-combination • the operations of pre-combination KORE comprise the ongoing operations of the Company, and the Company assumed pre-Combination KORE’s headquarters. 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 Foreign Currency The functional currency of the Company’s foreign subsidiaries is generally the local currency. Any transactions recorded in the Company’s 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 $0.3 million, $0.2 million and $1.4 million in 2021, 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. Revenues 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 stockholders’ 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 (“CODM”) in deciding how to allocate resources to the individual segment and in assessing performance. The Company’s 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, 2021, an outbreak of the novel coronavirus (“COVID-19”) has continued to spread across the globe and continued to result in significant economic disruption. The extent of the impact of COVID-19 on the Company’s operational and financial performance will depend on certain developments, including the duration and spread of any future outbreaks; however as of this filing, COVID-19 has not had a negative impact on the Company’s financial condition or results of operations. Use of Estimates The preparation of consolidated financial statements, in conformity with US GAAP, requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and disclosure of contingent assets and liabilities at the date of the consolidated financial statements, and the reported amounts of revenues and expenses during the reporting period. The most significant estimates relate to revenue recognition such as determining the nature and timing of the satisfaction of performance obligations, revenue reserves, allowances for accounts receivable, inventory obsolescence, the recognition and measurement of assets acquired and liabilities assumed in business combinations at fair value, assessment of indicators of goodwill impairment, determination of useful lives of the Company’s intangible assets and equipment, the assessment flows Revenue Recognition On January 1, 2019, the Company adopted ASC 606, Revenue from Contracts with Customers, using the modified retrospective method for those contracts with customers which were not completed as of January 1, 2019. The adoption of ASC 606 did not have a material effect on the Company’s financial statements. 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 revenues primarily from IoT Connectivity and IoT Solutions. 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 (“MRC’s”) 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, consideration is allocated to each performance obligation based on standalone selling prices. 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 customer’s remote location or to the customer’s 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 “bill-and-hold” arrangements, the right to invoice, transfer of legal title and transfer of the risk and rewards associated with the products occurs when the Company receives the hardware from a third-party vendor and has deemed it to be functional. Additionally, the products are identified both physically and systematically as belonging to a specific customer, are usable by the customer, and are only shipped, used, or disposed as directed by the specific customer. Based on these factors, management recognizes revenue on bill-and-hold hardware when the hardware is received by the Company and deemed functional. As part of the bill-and-hold arrangements, the Company performs a service related to the storage of the hardware. The Company has determined that any storage fee related to bill-and-hold inventory is immaterial to the consolidated financial statements taken as a whole. Deployment services consist of the Company preparing hardware owned by a customer for use by a customer’s 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, 2021, 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 of the years presented. Additionally, the Company does not have material costs related to obtaining a contract with amortization periods greater than one year for any of the years presented. Overage usage charges are evaluated on a monthly basis, and any overage/usage charges determined by management as unlikely to be collected due to a customer disputing the charge or due to a concession are reserved in the month billed and are not initially recognized as revenue. These amounts are netted against accounts receivable and reversed when credited to the customer account generally no longer than one to two months after initial billing. The Company applies ASC 606 utilizing the following allowable exemptions or practical expedients: • Exemption to not disclose the unfulfilled performance obligation balance for contracts with an original length of one year or less. • 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. • Election to present revenue net of sales taxes and other similar taxes. • Election from recognizing shipping and handling activities as a separate performance obligation. • 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 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. 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 Company’s 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, Net of Allowance for Doubtful Accounts The carrying amount of accounts receivable is reduced by a valuation allowance that reflects management’s 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 statements of operations. The Company incurred bad debt expense of $0.3 million, $0.6 million and $0.9 million for the years ended December 31, 2021, 2020 and 2019, respectively. As of December 31, 2021 and 2020, the Company reduced accounts receivable for a valuation allowance for bad debt expense of $0.5 million and $0.5 million, respectively. Inventories The Property and Equipment The Company’s property and equipment primarily consist of computer hardware and software, networking equipment as well as furniture and fixtures. 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 and software 30 % Networking equipment 20 % Furniture and fixtures 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. Leasehold improvements are depreciated using the straight-line method over the shorter of the estimated useful life or the remaining term of the lease. The Company includes computer software in property and equipment as the software is integral to enabling the functioning of the hardware. 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. Refer to “Note 7, Goodwill and Other Intangible Assets” to the consolidated financial statements, for further detail of the Company’s average useful lives for capitalized internal use computer software. 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 Value Measurements, for fair hree 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 management’s 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 Company’s outstanding borrowings are carried at amortized cost using the effective interest rate method. The Company’s outstanding borrowings are not required to be measured at fair value and subsequently remeasured at current fair values at the end of each reporting period. The carrying values of the Company’s outstanding borrowings are disclosed at the end of each reporting period in “Note 9 – Long Term Debt and Other Borrowings, net” to the consolidated financial statements. The Company has outstanding private warrants (“Private Warrants”) issued for the purchase of common stock, which are liability-classified. The Private Warrants are marked to fair value and evaluated as level 2 for fair value as disclosed in “Note 15 Warrants on Common Stock” to the consolidated financial statements. Intangible 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 amortized on an accelerated basis and the other intangible assets are amortized on a straight-line basis over their estimated useful lives as follows: Customer relationships 10-13 years Technology 5-9 years Carrier contracts 10 years Trademarks 9 -10 years Non-compete 3 years Internally developed computer software 3 -5 years The Company Goodwill Goodwill represents the excess fair value of consideration transferred over the fair value of the net identifiable assets acquired in a business combination. 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 unit 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, 2021, 2020 and 2019, respectively. During the fourth quarter of 2021, the Company changed the date of its annual impairment test of goodwill from December 3 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 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 asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The Company recognized the effect of income tax positions only if those positions are more likely than not to be sustained. Recognized income tax positions are measured at the largest amount that is greater than 50% likely to be realized. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the year that includes the date of enactment. A valuation allowance is recorded to reduce deferred tax assets to an amount, which, in the opinion of management, is more likely than not to be realized. The Company considers factors such as the cumulative income or loss in recent years; reversal of deferred tax liabilities; projected future taxable income exclusive of temporary differences; the character of the income tax asset, including income tax positions; tax planning strategies and other factors in the determination of the valuation allowance. 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 Adjustment to Outstanding Shares In the unaudited consolidated financial statements for the three and nine months ended September 30, 2021 and 2020 filed with the SEC, the Company incorrectly excluded approximately 1.4 million shares (after the effect of the recapitalization) of common stock resulting from the assumed conversion of the Kore Warrants from the weighted average number of common shares outstanding in the calculation of basic and diluted earnings per share. As a result, basic and diluted net loss per common share and the weighted average number of common shares outstanding were misstated by an amount that the Company has determined to be immaterial. The Company has chosen to revise the previously reported amounts. The exclusion of such shares did not affect the previously reported total stockholders’ equity or net loss or any other line items within the unaudited consolidated financial statements. The following table provides a comparison between the previously filed numbers and the numbers after the correction for the affected periods: Previous Filings After Correction 2021 2020 2021 2020 (unaudited) (unaudited) (unaudited) (unaudited) Three months Ended September 30, Net loss attributable to common shareholders $ (8,331 ) $ (12,787 ) $ (8,331 ) $ (12,787 ) Loss per share: Basic $ (0.27 ) $ (0.42 ) $ (0.26 ) $ (0.40 ) Diluted $ (0.27 ) $ (0.42 ) $ (0.26 ) $ (0.40 ) Weighted-average shares outstanding: Basic 30,732,921 30,281,520 32,098,715 31,647,131 Diluted 30,732,921 30,281,520 32,098,715 31,647,131 Previous Filings After Correction 2021 2020 2021 2020 (unaudited) (unaudited) (unaudited) (unaudited) Nine months Ended September 30, Net loss attributable to common shareholders $ (31,222 ) $ (39,966 ) $ (31,222 ) $ (39,966 ) Net loss per share Basic $ (1.03 ) $ (1.32 ) $ (0.98 ) $ (1.26 ) Diluted $ (1.03 ) $ (1.32 ) $ (0.98 ) $ (1.26 ) Weighted-average shares outstanding: Basic 30,433,641 30,285,684 31,799,313 31,651,295 Diluted 30,433,641 30,285,684 31,799,313 31,651,295 Reclassifications in the financial statements Certain reclassifications have been made to the 2020 and 2019 consolidated financial statements to conform the 2021 presentation. These reclassifications did not have a significant impact to the consolidated financial statements presented. Advertising The Company expenses advertising costs as incurred. The Company does not incur significant advertising costs. Adverting expense was $0.1 million for each of the years ended December 31, 2021, 2020 and 2019. Stock-Based Compensation The Company has several stock-based compensation plans, which are more fully described in Note 14, Stock-Based Compensation, to the consolidated financial statements. Stock-based compensation to employees, is generally measured on the grant date based on the grant-date fair value of the awards. These costs are recognized as an expense following straight-line attribution method over the requisite service period. The Company accounts for forfeitures as they occur. The Company used the Black-Scholes option pricing model to measure the fair value of its stock options under the 2014 Equity Incentive Plan. Compensation expense for stock options granted to nonemployees is calculated using the Black-Scholes option pricing model and is recognized in expense over the service period. The Black-Scholes option pricing model requires the use of complex assumptions, which determine the fair value of stock-based awards. Prior to the business combination, these assumptions included: • Risk -free interest rate. The risk-free interest rate is based on the U.S. Treasury yield curve in effect at the time of grant for zero coupon U.S. Treasury notes with maturities approximately equal to the expected term of the stock-based awards; • Expected term. The expected term represents the period that the stock-based awards are expected to be outstanding. The Company uses the simplified calculation of expected term, which reflects the weighted-average of time-to-vesting; • Expected dividend. The expected dividend is assumed to be zero as the Company has never paid dividends and has no current plans to pay any dividends on its common stock; and • Expected volatility. The expected volatility is derived from an average of the historical volatilities of the common stock of the Company and several other entities with characteristics similar to those of the Company, such as the size and operational and economic similarities to the Company’s principal business operations. If any of the assumptions used in the Black-Scholes model changed, stock-based compensation for future options may differ materially compared to that associated with previous grants. Defined Contribution Plans The Company sponsors defined contribution plans (the “Plans”) that cover our domestic and international employees following the completion of an eligibility period. Under the Plans, participating employees may defer a portion of their pretax earnings up to the limits provided by local statutory requirements. The Company makes matching contributions, subject to limits of the base compensation that a participant contributes to the Plan. The Company’s matching contributions vest over up to a maximum of four years from the participant’s date of hire. The Company records its portion of matching contributions as an expense within selling, general and administrative. The Company contributed in aggregate $0.4 million, $0.5 million, and $0.5 million, for the fiscal years 2021, 2020 and 2019, respectively. Comprehensive Income (Loss) and Accumu |
Revenue Recognition
Revenue Recognition | 12 Months Ended |
Dec. 31, 2021 | |
Revenue from Contract with Customer [Abstract] | |
Revenue Recognition | NOTE 3 – REVENUE RECOGNITION Contract Balances Deferred revenue as of December 31 , 2021 and 2020 , was $6.9 million, and $7.8 million, respectively, and primarily relates to revenue that is recognized over time for connectivity monthly recurring charges, the changes in balance of which are related to the satisfaction or partial satisfaction of these contracts. The balance also contains a deferral for goods that are in-transit at period end for which control transfers to the customer upon delivery. All of the December 31 , 2020 , balance was recognized as revenue during the period ended December 31 , 2021 . Disaggregated Revenue Information The Company views the following disaggregated disclosures as useful to understand the composition of revenue recognized during the respective reporting periods: Year ended December 31, (in ‘000) 2021 2020 2019 Connectivity* $ 164,392 $ 152,996 $ 147,927 Hardware Sales 54,898 29,601 8,767 Hardware Sales - bill-and-hold 5,357 11,314 960 Deployment services, professional services, and other 23,570 19,849 11,498 Total $ 248,217 $ 213,760 $ 169,152 * Includes connectivity-related revenues from IoT Connectivity and IoT Solutions Significant Customer The Company has one customer, a large multinational medical device and health car The Company has one customer representing 30% and 22% of the Company’s total accounts receivable as of December 31 , 2021 and 2020 , respectively. 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 payment. |
Reverse Recapitalization
Reverse Recapitalization | 12 Months Ended |
Dec. 31, 2021 | |
Reverse Recapitalization [Abstract] | |
Reverse Recapitalization | NOTE 4 – REVERSE RECAPITALIZATION On September 30, 2021, pre-combination KORE and CTAC consummated the merger contemplated by the merger agreement (see Note 1 – Nature of Operations). 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 “acquired” 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 Company’s 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 139.15 of the Company’s shares). The most significant change in the post-combination Company’s 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 “PIPE”), $20.0 million in proceeds from CTAC after redemptions, $95.1 million in proceeds from the Backstop Notes (see Note 9) , and payments of $229.9 million to KORE’s preferred shareholders. 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 B.V. of $1.6 million. Refer to “Note 9 – Long-Term Debt and Other Borrowings, net” and “Note 17 – Related Party Transactions”, to the consolidated financial statements. The Company incurred $24.2 million in transaction costs relating to the Business Combination on the Closing Date, of which $24.1 million has been recorded against additional paid-in capital in the consolidated balance sheet as of December 31 , 2021 and the remaining amount of $0.1 million was recognized as selling, general and administrative expenses in the consolidated statement of operations for the year ended December 31 , 2021 . Upon closing of the Business Combination, the shareholders of CTAC, including CTAC founders, were issued 10,356,593 shares of common stock of the Company. In connection with the closing, holders of 22,240,970 shares of common stock of CTAC were redeemed at a price per share of $10.00. In connection with the Closing, 22,500,000 shares of the Company were issued to PIPE investors at a price per share of $10.00. The number of shares of Class A common stock issued immediately following the consummation of the Business Combination were: Shares Percentage Pre-combination 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 % |
Business Combination
Business Combination | 12 Months Ended |
Dec. 31, 2021 | |
Business Combinations [Abstract] | |
Business Combination | NOTE 5 – 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 Company’s common stock with a fair value of $7.0 million. Refer to “Note 9 – Long-Term Debt and Other Borrowings, net”, to the consolidated financial statements. 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 ‘000) 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 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 Company’s new strategic objectives. The total consideration for the acquisition was $44.5 million, including $37.5 million in cash and $7.0 million in equity. The fair value of the equity consideration represented the issuance of 573,016 common shares of the Company’s stock to Integron’s 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 would be $207.0 million and the net loss would be approximately $15.9 million for the year ended December 31 , 2019 . This unaudited pro forma financial information presented is not necessarily indicative of what the operating results actually would have been if the acquisition had taken place on January 1 , 2019 , nor is it indicative of future operating results. The pro forma amounts include the historical operating results of the Company prior to the acquisition, with adjustments factually supportable and directly attributable to the acquisition, primarily related to transaction costs, the amortization of intangible assets, and interest expense. Acquisition-related costs of $0.7 million for the year ended December 31 , 2019 are non-recurring pro forma adjustments. |
Property and Equipment
Property and Equipment | 12 Months Ended |
Dec. 31, 2021 | |
Property, Plant and Equipment [Abstract] | |
Property Plant and Equipment | NOTE 6 – PROPERTY AND EQUIPMENT Major classes of property and equipment consist of t he following: (in ‘000) December 31, December 31, Computer hardware $ 15,747 $ 13,634 Computer software 9,023 8,211 Furniture and fixtures 2,242 2,284 Networking equipment 8,089 8,151 Leasehold improvements 2,793 2,803 Total property and equipment 37,894 35,083 Less: accumulated depreciation (25,654 ) (21,374 ) Property and equipment (net) $ 12,240 $ 13,709 Depreciation expense for the years ended December 31 , 2021, 2020 and 2019, was $3.7 million, $4.5 million, and $4.7 million, respectively. |
Goodwill and Other Intangible A
Goodwill and Other Intangible Assets | 12 Months Ended |
Dec. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Other Intangible Assets | NOTE 7 – GOODWILL AND OTHER INTANGIBLE ASSETS The Company’s goodwill balance consists of the following: (in ‘000) Amount December 31, 2019 $ 382,247 Measurement period adjustment — (366 ) Currency translation 868 December 31, 2020 $ 382,749 Currency translation (787 ) December 31, 2021 $ 381,962 The Company’s other intangible assets consist of the following: (in ‘000) Carrying Gross Accumulated Net Carrying Value Customer relationships $ 306,732 $ (168,679 ) $ 138,053 Technology 45,983 (37,529 ) 8,454 Carrier contracts 65,700 (40,488 ) 25,212 Trademarks 15,733 (9,221 ) 6,512 Internally developed computer software 59,906 (34,663 ) 25,243 Total as of December 31, 2021 $ 494,054 $ (290,580 ) $ 203,474 (in ‘000) Carrying Gross Accumulated Net Carrying Value Customer relationships $ 307,356 $ (143,230 ) $ 164,126 Technology 46,229 (33,394 ) 12,835 Carrier contracts 65,700 (33,918 ) 31,782 Trademarks 15,828 (7,608 ) 8,220 Internally developed computer software 45,148 (21,908 ) 23,240 Total as of December 31, 2020 $ 480,261 $ (240,058 ) $ 240,203 Amortization , 2020 and 2019 was $46.7 million, $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, 2021. Years Customer relationships 5.8 Technology 3.1 Carrier contracts 4.0 Trademarks 5.1 Internally developed computer software 4.0 The following table shows the estimated amortization expense for the next five years and thereafter as of December 31, 2021. Amount 2022 $ 46,788 2023 43,223 2024 39,132 2025 36,359 2026 22,350 Thereafter 15,622 Total $ 203,474 Impairment of Internally Developed Computer Software During the year ended December 31, 2019, the Company recorded a $3.9 million impairment charge for internally developed and acquired computer software associated with the RACO Wireless, LLC acquisition in December 2014. The impairment was a direct result of technological advancements resulting in 2G and 3G networks being sunset and is recorded under intangible asset impairment loss in the consolidated statement of operations. |
Accrued Liabilites
Accrued Liabilites | 12 Months Ended |
Dec. 31, 2021 | |
Accrued Liabilities, Current [Abstract] | |
Accrued Liabilites | NOTE 8 –ACCRUED LIABILITES Accrued Liabilities The Company’s accrued liabilities consist of the following: (in ‘000) December 31, December 31, Accrued payroll and related $ 13,103 $ 10,657 Accrued cost of revenue 1,641 2,142 Accrued other expenses 5,198 3,845 Sales and other taxes payable 1,369 565 Total accrued liabilities $ 21,311 $ 17,209 |
Long-Term Debt And Other Borrow
Long-Term Debt And Other Borrowings, Net | 12 Months Ended |
Dec. 31, 2021 | |
Debt Disclosure [Abstract] | |
Long-Term Debt And Other Borrowings, Net | NOTE 9 –LONG-TERM DEBT AND OTHER BORROWINGS, NET The fair values of the Company’s outstanding borrowings approximate the carrying values. The following is a summary of long-term debt: (in ‘000) December 31, December 31, Term Loan – $ 305,807 $ 308,959 Term Loan – — 9 Notes under the Backstop Agreement 120,000 — Other Borrowings 173 — Total 425,980 308,968 Less — 3,326 3,161 Less — 15,517 — Less—debt issuance cost, net of accumulated amortization of $6.1 million and $3.7 million, respectively 8,022 7,403 Total notes and debentures 399,115 298,404 Other Borrowings—Notes payable — — Total Long-term debt and other borrowings $ 399,115 $ 298,404 The following is the summary of future principal repayments on long-term debt: (in ‘000) Amount 2022 $ 3,326 2023 3,153 2024 299,501 2025 — 2026 — Thereafter 120,000 Total $ 425,980 Senior Secured Term Loan—UBS On December 21, 2018, the Company entered into a credit agreement with UBS that consisted of a term loan of $280.0 million as well as a senior secured revolving credit facility with UBS (the “Senior Secured UBS Term Loan”, and together with the senior secured revolving credit facility, the “Credit Facilities”). The Senior Secured UBS Term Loan required quarterly principal and interest payments of LIBOR plus 5.5%. All remaining principal and interest payments are due on December 21, 2024. On November 12, 2019, the Company amended the Senior Secured UBS Term Loan 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. For the year ended December 31, 2021, the Company recognized interest expense related to the contractual interest expense of $17.7 million and interest expense related to the amortization of the debt issuance costs of $2.0 million. The term loan agreement limits cash dividends and other distributions from the Company’s subsidiaries to Kore Group Holdings Inc. and also restricts the Company’s ability to pay cash dividends to its shareholders. At December 31, 2021 and 2020, restricted net assets of the consolidated subsidiaries were $261.0 and $300.0 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, 2021, 2020 and 2019. The credit agreement is substantially secured by all the Company’s assets. The Company’s principal outstanding balances on the Senior Secured UBS Term Loan were $305.8 million and $309.0 million as of December 31, 2021 and 2020, respectively. Senior Secured Revolving Credit Facility – UBS On December 21, 2018, the Company entered into a $30.0 million senior secured revolving credit facility with UBS (the “Senior Secured Revolving Credit Facility”, and together with the Senior Secured UBS Term Loan, the “Credit Facilities”). Borrowings under the Senior Secured Revolving Credit Facility bear interest at a floating rate which can be, at the Company’s 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 Senior Secured Revolving Credit Facility is subject to a “floor” of 0.0%. Additionally, the Company is required to pay a commitment fee of up to 0.50% per annum of the unused balance. The obligations % of the existing and future equity interests of certain first-tier foreign subsidiaries held by the borrower or the guarantors under the Credit Facilities and (ii) substantially all of the KORE Wireless Group, Inc.’s and each guarantor’s tangible and intangible assets, in each case subject to certain exceptions and thresholds. As of December 31, 2021 and 2020, no outstanding amounts were drawn on the Senior Secured Revolving Credit Facility. Term Loan—BNP Paribas The loan matured in January 2021 and bore interest at 2.15% per annum with fixed 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. Bank Overdraft Facility – BNP Paribas Fortis N.V. On October 8, 2018, a Belgium subsidiary of the Company entered into a €250,000 bank overdraft facility with BNP Paribas Fortis, (the “Bank Overdraft 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 9.40% as of December 31, 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. As of December 30, 2021, and December 31, 2020, the Company had €0 drawn on the Bank Overdraft Facility. Backstop Agreement On September 30 , 2021 , KORE Wireless Group Inc. issued to affiliates of Fortress Credit Corp. (“Fortress”) $95.1 million aggregate principal amount of senior unsecured exchangeable notes due September 30 , 2028 (“Backstop Notes”) pursuant to an indenture (the “Indenture”), dated September 30 , 2021 , by and among KORE Group Holdings, Inc., KORE Wireless Group Inc. and Wilmington Trust, National Association, as trustee. The Backstop Notes were issued at par, bearing interest at the rate of 5.50% per annum, and a maturity of seven years. The Backstop Notes are guaranteed by the Company and are exchangeable into common stock of the Company at $12.50 per share (“the Base Exchange Rate”) at any time at the option of Fortress. The Company may redeem the Notes for cash, force an exchange into shares of its common stock at $16.25 per share or settle with a combination of cash and an exchange. At the Base Exchange Rate, the Backstop Notes are exchangeable into 7.6 million shares of common stock. The Company paid a one -time commitment fee of $1.5 million in exchange for the issuance of the Backstop Notes. The Base Exchange Rate may be adjusted for certain dilutive events or change in control events as defined by the Indenture (the “Adjusted Exchange Rate”). Additionally, if after the 2 -year anniversary of the issuance of the Backstop Notes the Company’s 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 “Company Option”). 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. The unamortized discount and issuance costs will be amortized through September 30 , 2028 . The effective interest rate of the liability component is 8.4%. On October 28 , 2021 , KORE Wireless Group Inc. issued an additional $24.9 million aggregate principal amount of senior unsecured exchangeable notes due September 30, 2028 (“Additional Backstop Notes” and together with the Backstop Notes, the “Notes under the Backstop Agreement”), pursuant to the Indenture. The Additional Backstop Notes have identical terms to the Backstop Notes. The Additional Backstop Notes were purchased at par, plus accrued interest, with interest accruing on the Additional Backstop Notes as of September 30, 2021 . The Additional Backstop Notes are guaranteed by the Company and may be exchangeable into common stock of the Company at per share. The Company may redeem the Notes for cash, force an exchange into shares of its common stock at $16.25 per share or settle with a combination of cash and an exchange. At the Base Exchange Rate, the Additional Backstop Notes are exchangeable into 1.9 million shares of common stock. The Sponsor contributed 100,000 shares of common stock of the Company to LLC Merger Sub, which were transferred by LLC Merger Sub to Fortress, as a commitment fee, pursuant to the terms and upon the conditions set forth in the Commitment Letter. Since the Company may use the Company Option to potentially settle all or part of the Additional 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 Additional Backstop Notes have been allocated to equity, based on the estimated fair value of Additional Backstop Notes had they not contained the exchange features. The unamortized discount and issuance costs will be amortized through September 30, 2028. The effective interest rate of the liability component is 8.4%. As of December 31 , 2021 , unamortized debt issuance costs and unamortized equity component costs were $2.5 and $15.5 million, respectively. The net carrying amount of the Notes under the Backstop Agreement is $102.0 million. For the year ended December 31, 2021, the interest cost related to the contractual interest coupon was approximately $1.6 million. For the year ended December 31, 2021, the interest cost related to the amortization of debt issuance costs related to the liability component was approximately $0.5 million. The Backstop Agreement contains a customary six-month The Indenture contains, among other things, financial covenants related to maximum total debt to adjusted EBITDA ratio. The Company was in compliance with these covenants for the year ended December 31 , 2021. As of December 31 , 2021 , the value of the 9.6 million shares underlying the Backstop Notes and the Additional Backstop Notes is less than the fair value of the Notes under the Backstop Agreement. The Company’s principal outstanding balances on the Notes under the Backstop Agreement were $120.0 million and $0.0 million as of December 31, 2021 and 2020, respectively. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | NOTE 10 – INCOME TAXES Income (loss) before provision (benefit) for income taxes from continuing operations for the years ended December 31, 2021, 2020 and 2019 consisted of the following: For the Years Ended December 31, 2021 2020 2019 (in thousands) United State s $ (13,326 ) $ (25,283 ) $ (27,728 ) Foreign (20,821 ) (15,236 ) (8,656 ) Total loss before income taxes $ (34,147 ) $ (40,519 ) $ (36,384 ) The components of the provision (benefit) fo followi For the Years Ended December 31, 2021 2020 2019 Current: (in thousands) Federal $ — $ — $ (1,136 ) State 420 546 (44 ) Foreig n (243 ) 505 (270 ) Total current provision (benefit) 177 1,051 (1,450 ) Deferred: Federal (6,213 ) (7,120 ) (8,626 ) State (784 ) 2,285 (2,117 ) Foreign (2,874 ) (1,534 ) (748 ) Total deferred benefit (9,871 ) (6,369 ) (11,491 ) Total benefit $ (9,694 ) $ (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, 2021, 2020 and 2019 are as follows: For the Years Ended December 31, 2021 2020 2019 (in thousands) Benefit for income taxes at 21% rate $ (7,171 ) 21.0 % $ (8,509 ) 21.0 % $ (7,641 ) 21.0 % State taxes, net of federal benefit (1,227 ) 3.5 % (947 ) 2.3 % (2,161 ) 6.0 % Change in valuation allowance 975 -2.9 % 1,016 -2.5 % — 0.0 % Rate change 775 -2.3 % 2,856 -7.0 % — 0.0 % Credits (602 ) 1.8 % (811 ) 2.0 % (541 ) 1.5 % Permanent differences and other 47 -0.1 % 307 -0.8 % (41 ) 0.1 % Revaluation of warrant s (1,106 ) 3.2 % 1,572 -3.9 % (49 ) 0.1 % Uncertain tax positions 9 0.0 % 226 -0.6 % (984 ) 2.7 % Foreign withholding tax 116 -0.3 % 420 -1.0 % — 0.0 % Foreign rate differential (1,573 ) 4.6 % (1,448 ) 3.6 % (1,524 ) 4.2 % Executive compensation expense 1,517 -4.4 % — 0.0 % — 0.0 % Transaction related expense (1,454 ) 4.3 % — 0.0 % — 0.0 % Benefit for income taxes $ (9,694 ) 28.4 % $ (5,318 ) 13.1 % $ (12,941 ) 35.6 % Significant components of the Company’s deferred tax assets (liabilities) as of December 31, 2021 and 2020 are as follows: As of December 31, 2021 2020 (in thousands) Deferred tax assets: Net operating loss carry-forward $ 11,081 $ 10,604 Credit carry-forward 2,802 2,468 Interest expense limitation carry-forward 10,997 7,811 Non-deductible 374 520 Accruals and other temporary differences 1,046 1,047 Stock compensation — 698 Property and equipment 1,018 1,089 Gross deferred tax asset s 27,318 24,237 Less Valuation allowance (7,731 ) (7,164 ) Total deferred tax assets (after valuation allowance) 19,587 17,073 Deferred tax liabilities: Property and equipment (4,151 ) (4,089 ) Intangible assets (40,754 ) (49,461 ) Goodwill (7,432 ) (6,241 ) Debt discount (3,972 ) — Total deferred tax liabilities (56,309 ) (59,791 ) Net deferred tax liabilities $ (36,722 ) $ (42,718 ) The valuation allowance increased by $0.6 million during 2021, primarily due to an increase in U.S. state tax attributes deemed not realizable. In determining the need for a valuation allowance, the Company has given consideration to its worldwide cumulative loss position 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, 2021, the Company has U.S. federal and state tax net operating loss carryforwards of approximately $3.0 million and $39.7 million respectively, which may be available to offset future income tax liabilities and expire at various dates beginning in 2032 through 2041. Additionally, the Company has U.S. federal and state tax net operating loss carryforwards of approximately $1.2 million and $13.8 million respectively, which carryforward indefinitely. Additionally, the Company has generated $33.8 million of foreign operating loss carryforwards which expire at various dates. As of December 31, 2021, the Company has U.S. federal and state research and development tax credit carryforwards of $1.8 million and $0.1 million respectively which expire beginning in 2035 through 2041. Additionally, the Company has $0.9 million of foreign research and development tax credit carryforwards. Due to provisions of the Tax Cuts and Jobs Act of 2017, the Company has a carryforward of U.S. disallowed interest expense of $44.7 million, which has an indefinite carryforward 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 NOL and tax credit carryforwards that can be utilized annually to offset future taxable income and tax, respectively. There could be additional ownership changes in the future, which may result in additional limitations on the utilization of the NOL and tax credit carryforwards. For taxable years beginning after January 1, 2018, taxpayers are subjected to the global intangible low-taxed income provisions, or GILTI provisions. The GILTI provisions require the Company to currently recognize in U.S. taxable income a deemed dividend inclusion of foreign subsidiary earnings in excess of an allowable return on the foreign subsidiary’s tangible assets. The ability to benefit from a deduction and foreign tax credits against a portion of the GILTI income may be limited under the GILTI rules as a result of the utilization of net operating losses, foreign sourced income, and other potential limitations within the foreign tax credit calculation. For the years ended December 31, 2021 and 2020, the Company did not record an income tax charge related to GILTI. The Company has made an accounting policy election, as allowed by the SEC and FASB, to recognize the impacts of GILTI within the period incurred. Accordingly, no U.S. deferred taxes are provided on GILTI inclusions of future foreign subsidiary earnings. As of December 31, 2021, 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 Company’s domestic and foreign operations. The Company expects that the cash held by its foreign subsidiaries of $8.6 million as of December 31, 2021 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 jurisdictions 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 utilized. As of December 31, 2021, 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 consolidated balance sheets For the Years Ended December 31, 2021 2020 (in thousands) Unrecognized tax benefits at the beginning of the year $ 3,867 $ 3,658 Additions for tax positions of current year — — Additions for tax positions of prior years — 209 Reductions for tax positions of prior years — — Expirations statutes of limitation — — Unrecognized tax benefits at the end of the year $ 3,867 $ 3,867 If the unrecognized tax benefit balance as of December 31, 2021 were recognized, it would decrease the Company’s 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, 2021 and 2020 the Company recognized $9 thousand The CARES Act was enacted on March 27, 2020. The CARE |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | NOTE 11 – COMMITMENTS AND CONTINGENCIES Operating Leases The Company leases various office spaces under non-cancellable operating leases expiring through 2029. Rent expense for years ended December 31, 2021, 2020 and 2019 was $2.7 million, $2.5 million, and $2.3 million, respectively. The future minimum lease payments under operating leases as of December 31, 2021 for the next five years is as follows: (in ‘000) Amount 2022 $ 2,924 2023 1,904 2024 1,495 2025 1,170 2026 958 Thereafter 3,412 Total $ 11,863 Capital Leases The Company has capital lease obligations in the Netherlands for hardware and software leases. The future minimum lease payments under capital leases as of December 31, 2021 for the next five years is as follows: (in ‘000) Amount 2022 $ 207 2023 143 2024 119 2025 26 2026 — Total minimum lease payments $ 495 Interest expense (40 ) Total $ 455 Off-Balance-Sheet The Company has standby letters of credit and bank guarantees of $0.4 million 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 December 31, 2021, the purchase commitments were as follows: (in ‘000) Amount 2022 $ 21,144 2023 9,446 2024 1,245 2025 1,245 2026 — Thereafter — Total $ 33,080 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 Company’s subsidiaries are a party or of which any of the Company or the Company’s subsidiaries’ property is subject. |
Prepaid and Other Receivables
Prepaid and Other Receivables | 12 Months Ended |
Dec. 31, 2021 | |
Prepaid And Other Receivables [Abstract] | |
Prepaid and Other Receivables | NOTE 12 – PREPAID AND OTHER RECEIVAB LE Prepaid Expenses and Other Receivables The Company’s prepaid expenses and other receivables consist the (in ‘000) December 31, December 31, Prepaid deposits $ 1,030 $ 1,734 Prepaid expenses 6,418 3,695 Other receivables — — Total Prepaid expenses and other receivables $ 7,448 $ 5,429 |
Temporary Equity and Stockholde
Temporary Equity and Stockholders' Equity | 12 Months Ended |
Dec. 31, 2021 | |
Stockholders' Equity Note [Abstract] | |
Temporary Equity and Stockholders' Equity | NOTE 13 – TEMPORARY EQUITY AND STOCKHOLDERS’ EQUITY The Company operates subject to the terms and conditions of the Amended and Restated Certificate of Incorporation (the “Certificate of Incorporation”) dated September 30, 2021. Common Stock As of December 31, 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 December 31, 2021, 72,027,743 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 December 31 , 2021 and 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 Series B shareholders 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 11 , 2027 . 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 $85.2 million in cash. The Company no longer had shares of Series A Preferred Stock authorized, issued or outstanding as of December 31 , 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 preferred shares. As of December 31 , 2021 and 2020 , there were zero and 7,862,107 Series A-1 preferred shares issued and outstanding, respectively. The shares were issued at a discount of 2%. Series A-1 preferred shareholders are entitled to receive a cumulative preferred dividend at the rate of thirteen-point seven five percent (13.75%) 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 and Series B shareholders and in preference to all other shareholders. The Company had the option to redeem the Series A-1 Preferred shares for par value plus unpaid preferred dividends subject to a current redemption premium of 1%. Series A-1 preferred shareholders had an option to put the shares back to the Company for par value plus unpaid preferred dividends on or after April 11 , 2027 . The Company determined that the put option is a redemption event not solely within the control of the Company. Therefore, the Series A-1 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-1 preferred shares were settled with a redemption value of $86.9 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 December 31 , 2021 . The terms and rights of the Series A-1 Series B Preferred Stock The Board authorized up to 9,090,975 Series B preferred shares. As of December 31, 2021 and 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 shareholders and in preference to all other shareholders. On or after October 11, 2018, the Company has the option to redeem the Series B Preferred shares for par value plus unpaid preferred dividends. Because the controlling shareholder is the majority holder of Series B preferred shares, the Company redemption option functions as a holder put option. Accordingly, the Company determined that the option could result in a redemption that is not solely within the control of the Company. Therefore, the Series B Preferred stock is classified outside of permanent equity (i.e., temporary equity) and presented at its redemption value each period. Upon closing of the Business Combination, all Series B preferred shares were settled with a redemption value of $97.8 million. Certain Series B preferred shareholders elected to received shares of common stock of the Company in lieu of cash. The Company no longer had shares of Series B Preferred Stock authorized, issued or outstanding as of December 31, 2021. The terms and rights of the Series B Preferred Stock described previously represent the terms and rights prior to the closing of the Business Combination. A summary of the accumulated but unpaid dividends for the Series A, Series A-1 Amount (in ‘000) Series A Series A-1 Series B Accumulated and unpaid, December 31, 2019 $ 25,610 $ 8,794 $ 25,338 Accumulated 9,202 9,814 8,572 Distributed — — — Accumulated and unpaid, December 31, 2020 $ 34,812 $ 18,608 $ 33,910 Accumulated 7,656 8,241 6,925 Distributed (42,468 ) (26,849 ) (40,835 ) Accumulated and unpaid, December 31, 2021 $ — $ — $ — The redemption value of Series A, Series A-1 and Series B preferred stock is equal to Series C Convertible Preferred Stock The Board authorized up to 6,872,894 Series C convertible preferred shares. As of December 31, 2021 and 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 and Series B preferred shareholders, the Series C shareholders are entitled to receive dividends equal to 1.5X initial investment in conjunction with common stock, then subject to a catch-up, followed by pro rata sharing thereafter. Series C convertible preferred shareholders have a de facto option to put the shares back to the Company for liquidation value. The Company determined that the option could result in a deemed liquidation that is not solely within the control of the Company. Therefore, the Series C convertible preferred stock is classified outside of permanent equity (i.e., temporary equity). 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 longer had Series C Convertible Preferred Stock authorized, issued or outstanding as of December 31 , 2021 . The terms and rights of the Series C Convertible Preferred Stock described previously represent the terms and rights prior to the closing of the Business Combination. |
Stock Based Compensation
Stock Based Compensation | 12 Months Ended |
Dec. 31, 2021 | |
Stock Based Compensation | |
Stock Based Compensation | NOTE 14 – STOCK BASED COMPENSATION 2014 Equity Incentive Plan During 2020, the Company granted awards 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 an option cancellation agreement (“Cancellation Agreements”), 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 the 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. Upon the closing of the Business Combination, the Company recorded all previously unrecorded expense from the original rewards to reflect the accelerated vesting of those awards and recorded compensation expense for any post-modification fair value in excess of pre-modification fair value. For the cash settled awards, as determined by a proportion of the settlement values of the awards, the Company recognized a liability equal to the amount of the cash settlement. Upon the closing of the Business Combination, the Company paid out Option Cash Consideration of $4,075,000 net of applicable withholding taxes and issued 200,426 shares as Option Share Consideration (432,500 common shares net of shares for applicable withholding taxes). For the year ended December 31, 2020, the Company has determined its share-based payments to be a Level 3 fair value measurement. For the year ended December 31, 2020, the Company has used the Black-Scholes option pricing model with assumptions including a risk-free interest rate of 1.58%, an expected term (life) of options (in years) of 2, expected dividends of 0 and expected volatility of 86.3%. The Company did not grant any awards during the year ended December 31, 2021. The following is a summary of the Company’s stock options as of December 31, 2021 and the stock option activity from January 1, 2019 through December 31, 2021: Number of Options Weighted Average Weighted Weighted Average Balance, December 31, 2018 414,434 $ 15.80 $ 141.53 9.3 Granted 52,083 15.91 141.53 Exercised — — — Forfeited (67,366 ) 15.80 141.53 Expired — — — Balance, December 31, 2019 399,151 $ 15.82 141.53 8.4 Granted 64,064 13.50 141.53 Exercised — — — Forfeited (30,715 ) 15.80 141.53 Expired — — — Balance, December 31, 2020 432,500 $ 15.45 $ 141.53 7.7 Granted — — — Exercised — — — Forfeited — — — Expired — — — Cancelled (432,500 ) (15.45 ) (141.53 ) (7.7 ) Balance, December 31, 2021 — $ — $ — — The following is a summary of the Company’s share - based compensation (in ‘000) December 31, 2021 December 31, 2020 Total Stock Compensation Expense $ 4,564 $ 1,161 Unrecognized Compensation Cost — 3,416 Remaining recognition period (in years) — 2.7 The following is a summary of the Company’s exercisable stock options as of December December 31, 2021 December 31, 2020 Range of Exercise Prices — $ 80.87 -$202.18 Number — 153,898 Weighted Average Remaining Contractual Term (in years) — 7.3 Weighted Average Exercise Price $ — $ 141.53 2021 Long-Term Stock Incentive Plan On September 29, 2021, the board of directors (the “Board”) approved the KORE Group Holdings, Inc. 2021 The 2021 Plan allows for the grant of share-based payment awards On December 8, 2021, the Compensation Committee of the Board approved the future grants of certain Restricted Stock Unit Awards, the effectiveness of which were contingent upon the filing and effectiveness of the Form S-8 Registration Statement of the common stock, which occurred on January 4, 2022. For further detail, refer to Note 18- Subsequent Events, to the consolidated financial statements. |
Warrants on Common Stock
Warrants on Common Stock | 12 Months Ended |
Dec. 31, 2021 | |
Warrants and Rights Note Disclosure [Abstract] | |
Warrants on common stock | NOTE 15 – WARRANTS ON COMMON STOCK KORE Warrants In connection with the sale of Series B preferred stock, pre-combination KORE issued warrants (“KORE Warrants”) for the purchase of common stock at an exercise price of $0.01 per warrant. As of December 31, 2021 and 2020, there were zero and 9,814 KORE Warrants issued and outstanding, respectively. Upon closing of the Business Combination, all KORE Warrants were exercised and converted into 1,365,612 shares of common stock. The Company evaluated the KORE Warrants for liability or equity classification in accordance with the provisions of ASC 480, Distinguishing Liabilities from Equity, and ASC 815-40, Derivatives and Hedging. Based on the provisions governing the warrants in the applicable agreement, the Company determined that the KORE Warrants met the criteria and were required to be classified as a liability subject to the guidance in ASC 815-10 and 815-40 and should effectively be treated as outstanding common shares in both basic and diluted EPS calculations. Public and Private Placement Warrant As part of CTAC’s initial public offering (“IPO”) in 2020, CTAC issued warrants to third party investors, and each whole warrant entitles the holder to purchase one share of the Company’s common stock at an exercise price of $11.50 per share (the “Public Warrants”). Simultaneously with the closing of the IPO, CTAC completed the private sale of warrants (“Private Placement Warrants”), and each Private Placement Warrant allows the holder to purchase one share of the Company’s 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 December 31, 2021. The Public Warrants may only be exercised for a whole number of common shares. The Public Warrants will become exercisable on the later of (a) 30 days after the completion of a Business Combination or (b) 12 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). The Company completed its public offering on September 30, 2021 and filed an effective registration statement (form S-1) under the Securities Act covering the common shares which was effective on December 20, 2021. The Company plans to make commercially reasonable efforts 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 “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of Public Warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) 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. 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 Business Combination (except pursuant to limited exceptions to the Company’s 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 “Redemption of warrants for Class A ordinary shares when the price per common share equals or exceeds $10.00”) 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, and ASC 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 As of December 31, 2021, the aggregate value of the Private Placement Warrants was $0.3 million based on the closing price of KORE.WS on that date of $1.05. Subsequent Measurement 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 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 years ended December 31 , 2021 , 2020 and 2019 was $(5.3) million, $7.5 million and $0.2 million, respectively. |
Net Loss Per Share
Net Loss Per Share | 12 Months Ended |
Dec. 31, 2021 | |
Earnings Per Share [Abstract] | |
Net Loss Per Share | NOTE 16 – NET LOSS PER SHARE The Company follows the two-class two-class two-class A-1, purposes of the loss per share calculation. Earnings per share calculations for all periods prior to the Business Combination have been retrospectively restated to the equivalent number of shares reflecting the exchange ratio established in the merger agreement. Certain of the Company’s preferred shares have contractual rights that allow them to receive a premium upon conversion of the company’s preferred shares into the Company’s Common stock. For the year ended December 31, 2021, the Company incurred $ of premiums on conversion of the Company’s preferred shares into common shares. Refer to “Note 13—Temporary Equity and Stockholder’s Equity” to the consolidated financial statements for further detail regarding the contractual rights of the Company’s preferred shares. Presented in the table below is a reconciliation of the numerator and denominator for the basic and diluted earnings per share (“EPS”) calculations for the periods ended: (in ‘000) December 31, 2021 December 31, 2020 December 31, 2019 Numerator: Net loss attributable to the Company $ (24,453 ) $ (35,201 ) $ (23,443 ) Less cumulative earnings to preferred (22,822 ) (26,900 ) (21,647 ) Add premium on preferred conversion to 4,074 — — Net income (loss) attributable to common (43,201 ) (62,101 ) (45,090 ) Denominator: Weighted average common shares and Basic (in number) 41,933,050 31,650,173 31,169,435 Diluted (in number) 41,933,050 31,650,173 31,169,435 Net loss per unit attributable to common Basic $ (1.03 ) $ (1.96 ) $ (1.45 ) Diluted $ (1.03 ) $ (1.96 ) $ (1.45 ) The following securities were not included in the computation of diluted shares outstanding because the effect would be anti-dilutive: For the years ended (number of shares) December 31, December 31, December 31, Series C Convertible Preferred Stock 2,566,186 2,566,186 2,566,186 Stock Options 432,500 432,500 399,151 Common stock issued under the Backstop Agreement 9,600,031 — — |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2021 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | NOTE 17 – 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 subsidiary’s 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, $0.2 million, and $0.3 million for the years ended December 31, 2021, 2020 and 2019, respectively. 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 repaid its outstanding loans of $1.6 million due to Interfusion B.V and T-Fone B.V., companies related though common ownership resulting from the acquisition of Aspider in 2018 . The following is a summary of the amounts recorded under due to related parties in the consolidated balance sheets at December 31, 2021 and 2020: (in ‘000) December 31, December 31, Interfusion B.V. — 985 T-Fone — 630 Interest was accrued quarterly, at a fixed rate of 2.5%. The Company accrued interest of $0.03 and $0.04 million for the years ended December 31, 2021 and 2020, respectively. As of December 31, 2021, the Company has paid all related party transactions resulting from the Business Combination. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2021 | |
Subsequent Events [Abstract] | |
Subsequent Events | NOTE 18 – SUBSEQUENT EVENTS The Company has completed an evaluation of all subsequent events through March 29, 2022 to ensure that these consolidated financial statements include appropriate disclosure of events both recognized in the consolidated financial statements and events which occurred but were not recognized in the consolidated financial statements. Except as described below, the Company has concluded that no subsequent event has occurred that requires disclosure. Stock-Based Compensation On January 4, 2022, the Company issued Restricted Stock Units (RSUs) pursuant to the 2021 Long-Term Stock Incentive Plan that include only service conditions, RSU’s that include only performance-based conditions and RSU’s that includes both service and performance-based conditions. The Company issued approximately 3.1 million RSUs with only service conditions, up to approximately 0.8 million RSUs with both service and performance-based conditions and up to approximately 0.8 million RSUs with only performance-based conditions. The maximum estimated fair value the Company expects to recognize related to RSU’s with only service conditions is $21.7 million, over the vesting term (the next four years). The maximum estimated fair value the Company expects to recognize related to RSU’s that include performance-based conditions (including those that include service and performance-based conditions is approximately $11.6 million, respectively over the requisite service period of the RSUs. Business Acquisitions On February 16 , 2022 , the Company acquired 100% of the outstanding s The transaction was funded by available cash and the issuance of the Company’s shares. Estimated transaction costs for legal, consulting, accounting, and other related costs to be incurred in connection with the acquisition of the Acquired Companies are expected to be $1.7 million. The following table summarizes the preliminary allocation of the consideration transferred for the Acquired Companies, including the identified assets acquired and liabilities assumed as of the Acquisition Date. The purchase price allocation is preliminary and is subject to revision as additional information about the fair value of the assets acquired and liabilities assumed, including working capital, acquired intangibles and deferred income taxes, become available. (in thousands) Cash, including closing cash and working capital adjustments $ 47,336 Fair value of KORE common stock issued to sellers (4,212,246 shares) 23,294 Total consideration $ 70,630 Assets acquired: Cash 1,996 Accounts receivable 3,115 Inventories 1,323 Prepaid expenses and other receivables 821 Property and equipment 201 Intangible assets 30,060 Total Assets acquired 37,516 Liabilities assumed: Deferred tax liabilities 7,611 Accounts payable and accrued liabilities 2,607 Liabilities assumed 10,218 Net identifiable assets acquired 27,298 Goodwill (excess of consideration transferred over net identifiable assets acquired) $ 43,332 Goodwill represents the future economic benefits that we expect to achieve as a result of the acquisition of the Acquired Companies. A portion of the goodwill resulting from the acquisition is deductible for tax purposes. The BMP Business Combination Agreement contains customary indemnification terms. Under the BMP Business Combination Agreement, a portion of the cash purchase price, approximately $3.45 million paid at closing is being held in escrow, for a maximum of 18 months from the closing date, to guarantee performance of general representations and warranties regarding closing amounts and to indemnify the Company against any future claims. As of the date of this filing, it was not practical for the Company to report the pro forma financial information under ASC 805 for the Acquired Companies due to the timing of the acquisition and the number of judgements involved in preparing the pro forma financial information, including estimating the useful lives of the Acquired Companies intangible assets and converting the Acquired Companies historical results from the cash basis of accounting to the accrual basis of accounting. |
Schedule I - Parent Company Fin
Schedule I - Parent Company Financial Information | 12 Months Ended |
Dec. 31, 2021 | |
Parent Company [Member] | |
Schedule I – Parent Company Financial Information | SCHEDULE I – PARENT ONLY FINANCIAL INFORMATION The following presents condensed parent company only financial information of KORE Group Holdings, Inc. Condensed Balance Sheet (in thousands USD) December 31, December 31, Assets Non-current Investment in subsidiaries $ 261,012 $ 300,055 Total non-current 261,012 300,055 Total assets $ 261,012 $ 300,055 Liabilities, temporary equity and stockholders’ equity Long-term liabilities Warrant liability $ 286 $ 15,944 Total liabilities 286 15,944 Temporary equity Series A Preferred Stock; par value $1,000 per share; none authorized, issued and outstanding at December 31, 2021; 7,765,229 shares authorized, and 7,756,158 shares issued and outstanding at December 31, 2020 — 77,562 Series A-1 Preferred Stock; par value $1,000 per share; none authorized, issued and outstanding at December 31, 2021; 10,480,538 shares authorized, 7,862,107 shares issued and outstanding at December 31, 2020 — 78,621 Series B Preferred Stock; par value $1,000 per share; none authorized, issued and outstanding at December 31, 2021; 9,090,975 shares authorized, 9,090,975 shares issued and outstanding at December 31, 2020 — 90,910 Series C Convertible Preferred Stock; par value $1,000 per share; none authorized, issued and outstanding at December 31, 2021; 6,872,894 shares authorized, 2,566,186 shares issued and outstanding at December 31, 2020 — 16,802 Total temporary equity — 263,895 Stockholders’ equity Common stock, voting; par value $0.0001 per share; 315,000,000 shares authorized, 72,027,743 shares issued and outstanding at December 31, 2021; 55,659,643 shares authorized, 30,281,520 shares issued and outstanding at December 31, 2020 7 3 Additional paid-in 401,688 135,616 Accumulated other comprehensive loss (3,331 ) (1,677 ) Accumulated deficit (137,638 ) (113,726 ) Total stockholders’ equity 260,726 20,216 Total liabilities, temporary equity and stockholders’ equity $ 261,012 $ 300,055 Condensed Statements of Loss and Comprehensive Loss (in thousands USD) For the years ended December 31, December 31, December 31, Equity in net loss of unconsolidated $ (29,177 ) $ (27,716 ) $ (23,678 ) Change in fair value of warrant liability (5,267 ) 7,485 (235 ) Loss before income taxes (23,910 ) (35,201 ) (23,443 ) Net loss $ (23,910 ) $ (35,201 ) $ (23,443 ) Other comprehensive loss: Foreign currency translation adjustment (1,654 ) 2,116 517 Comprehensive loss $ (25,564 ) $ (33,085 ) $ (22,926 ) Condensed Statements of Cash Flows (in thousands USD) For the years ended December 31, December 31, December 31, Cash flows from operating activities Net loss $ (23,910 ) $ (35,201 ) $ (23,443 ) Adjustments to reconcile net loss to net cash provided by operating activities — — Equity in net loss of unconsolidated subsidiaries 29,177 27,716 23,678 Change in fair value of warrant liability (5,267 ) 7,485 (235 ) Cash provided by operating activities $ — $ — $ — Cash flows from investing activities Distribution from subsidiary 5,947 200 80 Cash provided by investing activities $ 5,947 $ 200 $ 80 Cash flows from financing activities Repurchase of common stock — (200 ) (80 ) Issuance of common stock, net of transaction costs 223,968 — — Settlement of preferred stock (229,915 ) — — Cash used in financing activities $ (5,947 ) $ (200 ) $ (80 ) Effect of exchange rate change on cash and cash equivalents — — — Change in cash and cash equivalents and restricted cash — — — Cash and cash equivalents and restricted cash, beginning of — — — Cash and cash equivalents and restricted cash, end of year $ — $ — $ — Non-cash Equity issued for acquisition of Integron, LLC $ — $ — $ 7,000 Share-based payment awards issued to employees of subsidiaries $ 1,839 $ 1,161 $ 1,682 (i) Basis of presentation and business combination On March 12, 2021, Maple Holdings Inc. (“Maple” or “pre-combination KORE”) entered into a definitive merger agreement (the “Business Combination”) with Cerberus Telecom Acquisition Corp. (NYSE: CTAC) (“CTAC”). On September 29, 2021, CTAC held a special meeting, at which CTAC’s shareholders voted to approve the proposals outlined in the proxy statement filed by CTAC with the Securities Exchange Commission (the “SEC”) on August 13, 2021, including, among other things, the adoption of the Business Combination and approval of the other transactions contemplated by the merger agreement. On September 30, 2021 (the “Closing Date”), as contemplated by the merger agreement, The Business Combination is accounted for as a reverse recapitalization as pre-combination KORE was determined to be the accounting acquirer and CTAC was treated as the “acquired” company for accounting purposes under FASB’s ASC Topic 805, Business Combination (“ASC 805”). Pre-combination KORE was determined to be the accounting acquirer based on the evaluation of the following facts and circumstances: • the equity holders of pre-combination KORE hold the majority (54%) of voting rights in the Company; • the senior management of pre-combination • in comparison with CTAC, pre-combination • 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 pre-combination Pre-combination pre-combination In the condensed parent-company-only financial statements, the Company’s investment in subsidiaries is stated at cost plus equity in undistributed earnings of subsidiaries since the subsidiaries were originally acquired. The Company’s 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 KORE Group Holdings, Inc. and subsidiaries. As of December 31, 2021, the Company has no purchase commitment, capital commitment and operating lease commitments. The Company is the guarantor of indebtedness for certain of its subsidiaries. (ii) Restricted Net Assets Schedule -04 of Regulation S-X requires the condensed financial information of a registrant to be filed when the restricted net assets of the registrant’s subsidiaries exceed 25 percent of the registrant’s consolidated net assets as of the end of the most recently completed fiscal year. For purposes of this test, restricted net assets of the consolidated subsidiaries means the amount of the registrant’s proportionate share of net assets of the consolidated subsidiaries (after intercompany eliminations) which as of the end of the most recent fiscal year may not be transferred to the parent company by subsidiaries in the form of loans, advances or cash dividends without the consent of a third party (e.g., lender, regulatory agency, foreign government). The condensed parent company financial statements have been prepared in accordance with Rule 12 -04 , Schedule I of Regulation S- event of default and certain pro-forma |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The Company’s 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 (“US GAAP”). Intercompany balances and transactions were eliminated upon consolidation. The preparation of consolidated financial statements in conformity with GAAP requires management to make use of estimates and assumptions that affect the reported amounts and disclosures. The Business Combination is accounted for as a reve Pre-combination • the equity holders of pre-combination • the senior management of pre-combination • in comparison with CTAC, pre-combination • the operations of pre-combination KORE comprise the ongoing operations of the Company, and the Company assumed pre-Combination KORE’s headquarters. 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 |
Foreign Currency | Foreign Currency The functional currency of the Company’s foreign subsidiaries is generally the local currency. Any transactions recorded in the Company’s 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 $0.3 million, $0.2 million and $1.4 million in 2021, 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. Revenues 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 stockholders’ 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 (“CODM”) in deciding how to allocate resources to the individual segment and in assessing performance. The Company’s 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 Impact | COVID-19 During the period ended December 31, 2021, an outbreak of the novel coronavirus (“COVID-19”) has continued to spread across the globe and continued to result in significant economic disruption. The extent of the impact of COVID-19 on the Company’s operational and financial performance will depend on certain developments, including the duration and spread of any future outbreaks; however as of this filing, COVID-19 has not had a negative impact on the Company’s financial condition or results of operations. |
Use of Estimates | Use of Estimates The preparation of consolidated financial statements, in conformity with US GAAP, requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and disclosure of contingent assets and liabilities at the date of the consolidated financial statements, and the reported amounts of revenues and expenses during the reporting period. The most significant estimates relate to revenue recognition such as determining the nature and timing of the satisfaction of performance obligations, revenue reserves, allowances for accounts receivable, inventory obsolescence, the recognition and measurement of assets acquired and liabilities assumed in business combinations at fair value, assessment of indicators of goodwill impairment, determination of useful lives of the Company’s intangible assets and equipment, the assessment flows |
Revenue Recognition | Revenue Recognition On January 1, 2019, the Company adopted ASC 606, Revenue from Contracts with Customers, using the modified retrospective method for those contracts with customers which were not completed as of January 1, 2019. The adoption of ASC 606 did not have a material effect on the Company’s financial statements. 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 revenues primarily from IoT Connectivity and IoT Solutions. 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 (“MRC’s”) 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, consideration is allocated to each performance obligation based on standalone selling prices. 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 customer’s remote location or to the customer’s 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 “bill-and-hold” arrangements, the right to invoice, transfer of legal title and transfer of the risk and rewards associated with the products occurs when the Company receives the hardware from a third-party vendor and has deemed it to be functional. Additionally, the products are identified both physically and systematically as belonging to a specific customer, are usable by the customer, and are only shipped, used, or disposed as directed by the specific customer. Based on these factors, management recognizes revenue on bill-and-hold hardware when the hardware is received by the Company and deemed functional. As part of the bill-and-hold arrangements, the Company performs a service related to the storage of the hardware. The Company has determined that any storage fee related to bill-and-hold inventory is immaterial to the consolidated financial statements taken as a whole. Deployment services consist of the Company preparing hardware owned by a customer for use by a customer’s 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, 2021, 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 of the years presented. Additionally, the Company does not have material costs related to obtaining a contract with amortization periods greater than one year for any of the years presented. Overage usage charges are evaluated on a monthly basis, and any overage/usage charges determined by management as unlikely to be collected due to a customer disputing the charge or due to a concession are reserved in the month billed and are not initially recognized as revenue. These amounts are netted against accounts receivable and reversed when credited to the customer account generally no longer than one to two months after initial billing. The Company applies ASC 606 utilizing the following allowable exemptions or practical expedients: • Exemption to not disclose the unfulfilled performance obligation balance for contracts with an original length of one year or less. • 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. • Election to present revenue net of sales taxes and other similar taxes. • Election from recognizing shipping and handling activities as a separate performance obligation. • 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 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. |
Concentrations of Credit Risk and Off-Balance-Sheet 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 Company’s 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, Net of Allowance for Doubtful Accounts The carrying amount of accounts receivable is reduced by a valuation allowance that reflects management’s 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 statements of operations. The Company incurred bad debt expense of $0.3 million, $0.6 million and $0.9 million for the years ended December 31, 2021, 2020 and 2019, respectively. As of December 31, 2021 and 2020, the Company reduced accounts receivable for a valuation allowance for bad debt expense of $0.5 million and $0.5 million, respectively. |
Inventories | Inventories The |
Property and Equipment | Property and Equipment The Company’s property and equipment primarily consist of computer hardware and software, networking equipment as well as furniture and fixtures. 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 and software 30 % Networking equipment 20 % Furniture and fixtures 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. Leasehold improvements are depreciated using the straight-line method over the shorter of the estimated useful life or the remaining term of the lease. The Company includes computer software in property and equipment as the software is integral to enabling the functioning of the hardware. |
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. Refer to “Note 7, Goodwill and Other Intangible Assets” to the consolidated financial statements, for further detail of the Company’s average useful lives for capitalized internal use computer software. |
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 Value Measurements, for fair hree 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 management’s 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 Company’s outstanding borrowings are carried at amortized cost using the effective interest rate method. The Company’s outstanding borrowings are not required to be measured at fair value and subsequently remeasured at current fair values at the end of each reporting period. The carrying values of the Company’s outstanding borrowings are disclosed at the end of each reporting period in “Note 9 – Long Term Debt and Other Borrowings, net” to the consolidated financial statements. The Company has outstanding private warrants (“Private Warrants”) issued for the purchase of common stock, which are liability-classified. The Private Warrants are marked to fair value and evaluated as level 2 for fair value as disclosed in “Note 15 Warrants on Common Stock” to the consolidated financial statements. |
Intangible Assets | Intangible 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 amortized on an accelerated basis and the other intangible assets are amortized on a straight-line basis over their estimated useful lives as follows: Customer relationships 10-13 years Technology 5-9 years Carrier contracts 10 years Trademarks 9 -10 years Non-compete 3 years Internally developed computer software 3 -5 years The Company |
Goodwill | Goodwill Goodwill represents the excess fair value of consideration transferred over the fair value of the net identifiable assets acquired in a business combination. 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 unit 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, 2021, 2020 and 2019, respectively. During the fourth quarter of 2021, the Company changed the date of its annual impairment test of goodwill from December 3 |
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 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 asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The Company recognized the effect of income tax positions only if those positions are more likely than not to be sustained. Recognized income tax positions are measured at the largest amount that is greater than 50% likely to be realized. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the year that includes the date of enactment. A valuation allowance is recorded to reduce deferred tax assets to an amount, which, in the opinion of management, is more likely than not to be realized. The Company considers factors such as the cumulative income or loss in recent years; reversal of deferred tax liabilities; projected future taxable income exclusive of temporary differences; the character of the income tax asset, including income tax positions; tax planning strategies and other factors in the determination of the valuation allowance. |
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 |
Adjustment to Outstanding Shares | Adjustment to Outstanding Shares In the unaudited consolidated financial statements for the three and nine months ended September 30, 2021 and 2020 filed with the SEC, the Company incorrectly excluded approximately 1.4 million shares (after the effect of the recapitalization) of common stock resulting from the assumed conversion of the Kore Warrants from the weighted average number of common shares outstanding in the calculation of basic and diluted earnings per share. As a result, basic and diluted net loss per common share and the weighted average number of common shares outstanding were misstated by an amount that the Company has determined to be immaterial. The Company has chosen to revise the previously reported amounts. The exclusion of such shares did not affect the previously reported total stockholders’ equity or net loss or any other line items within the unaudited consolidated financial statements. The following table provides a comparison between the previously filed numbers and the numbers after the correction for the affected periods: Previous Filings After Correction 2021 2020 2021 2020 (unaudited) (unaudited) (unaudited) (unaudited) Three months Ended September 30, Net loss attributable to common shareholders $ (8,331 ) $ (12,787 ) $ (8,331 ) $ (12,787 ) Loss per share: Basic $ (0.27 ) $ (0.42 ) $ (0.26 ) $ (0.40 ) Diluted $ (0.27 ) $ (0.42 ) $ (0.26 ) $ (0.40 ) Weighted-average shares outstanding: Basic 30,732,921 30,281,520 32,098,715 31,647,131 Diluted 30,732,921 30,281,520 32,098,715 31,647,131 Previous Filings After Correction 2021 2020 2021 2020 (unaudited) (unaudited) (unaudited) (unaudited) Nine months Ended September 30, Net loss attributable to common shareholders $ (31,222 ) $ (39,966 ) $ (31,222 ) $ (39,966 ) Net loss per share Basic $ (1.03 ) $ (1.32 ) $ (0.98 ) $ (1.26 ) Diluted $ (1.03 ) $ (1.32 ) $ (0.98 ) $ (1.26 ) Weighted-average shares outstanding: Basic 30,433,641 30,285,684 31,799,313 31,651,295 Diluted 30,433,641 30,285,684 31,799,313 31,651,295 |
Reclassifications in the financial statements | Reclassifications in the financial statements Certain reclassifications have been made to the 2020 and 2019 consolidated financial statements to conform the 2021 presentation. These reclassifications did not have a significant impact to the consolidated financial statements presented. |
Advertising | Advertising The Company expenses advertising costs as incurred. The Company does not incur significant advertising costs. Adverting expense was $0.1 million for each of the years ended December 31, 2021, 2020 and 2019. |
Stock-Based Compensation | Stock-Based Compensation The Company has several stock-based compensation plans, which are more fully described in Note 14, Stock-Based Compensation, to the consolidated financial statements. Stock-based compensation to employees, is generally measured on the grant date based on the grant-date fair value of the awards. These costs are recognized as an expense following straight-line attribution method over the requisite service period. The Company accounts for forfeitures as they occur. The Company used the Black-Scholes option pricing model to measure the fair value of its stock options under the 2014 Equity Incentive Plan. Compensation expense for stock options granted to nonemployees is calculated using the Black-Scholes option pricing model and is recognized in expense over the service period. The Black-Scholes option pricing model requires the use of complex assumptions, which determine the fair value of stock-based awards. Prior to the business combination, these assumptions included: • Risk -free interest rate. The risk-free interest rate is based on the U.S. Treasury yield curve in effect at the time of grant for zero coupon U.S. Treasury notes with maturities approximately equal to the expected term of the stock-based awards; • Expected term. The expected term represents the period that the stock-based awards are expected to be outstanding. The Company uses the simplified calculation of expected term, which reflects the weighted-average of time-to-vesting; • Expected dividend. The expected dividend is assumed to be zero as the Company has never paid dividends and has no current plans to pay any dividends on its common stock; and • Expected volatility. The expected volatility is derived from an average of the historical volatilities of the common stock of the Company and several other entities with characteristics similar to those of the Company, such as the size and operational and economic similarities to the Company’s principal business operations. If any of the assumptions used in the Black-Scholes model changed, stock-based compensation for future options may differ materially compared to that associated with previous grants. |
Defined Contribution Plan | Defined Contribution Plans The Company sponsors defined contribution plans (the “Plans”) that cover our domestic and international employees following the completion of an eligibility period. Under the Plans, participating employees may defer a portion of their pretax earnings up to the limits provided by local statutory requirements. The Company makes matching contributions, subject to limits of the base compensation that a participant contributes to the Plan. The Company’s matching contributions vest over up to a maximum of four years from the participant’s date of hire. The Company records its portion of matching contributions as an expense within selling, general and administrative. The Company contributed in aggregate $0.4 million, $0.5 million, and $0.5 million, for the fiscal years 2021, 2020 and 2019, respectively. |
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 for the years ended December 31, 2021, 2020 and 2019. |
Emerging Growth Company | Emerging G 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 “Emerging Growth Company” 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 new or revised standards at the same time as private companies. |
Recent Accounting Pronouncements | Recently Adopted A ccounting In December 2019, the FASB issued Accounting Standards Update (“ASU”) 2019-12, Income Taxes: Simplifying the Accounting for Income Taxes In August 2018, the FASB issued ASU 2018-15, Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract Internal-Use Recently Issued Accounting Pronouncements In August 2020, the FASB issued ASU 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) (Subtopic 815-40) not In February 2016, the FASB issued ASU 2016-02, Leases Codification Improvements to ASC 2016-02, Leases: Targeted Improvements Codification Improvements to Financial Instruments, Leases Revenue from Contracts with Customers and Leases The new standard is effective for the Company on January 1, 2022. A modified retrospective transition approach is required, applying the new standard to all leases existing at the date of initial application. We expect to adopt the new standard on January 1, 2022 and use the effective date as our date of initial application. Consequently, financial information will not be updated, and the disclosures required under the new standard will not be provided for dates and periods before January 1, 2022. The new standard provides a n The new standard also provides practical expedients for an entity’s ongoing accounting. We currently expect to elect the short-term lease recognition exemption for all leases that qualify. This means, for those leases that qualify, we will not recognize ROU assets or lease liabilities, and this includes not recognizing ROU assets or lease liabilities for existing short-term leases of those assets in transition. We also currently expect to elect the practical expedient to not separate lease and non-lease Upon adoption, we currently expect to recognize additional operating lease liabilities ranging from $9.1 to $10.1 million, with corresponding ROU assets of the same amount based on the present value of the remaining minimum rental payments under current leasing standards for existing operating leases. 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 ification Improvements to Topic 326, Financial Instruments—Credit Losses In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform: Facilitation of the Effects of Reference Rate Reform on Financial Reporting 2020-04 In March 2020, the FASB issued ASU 2020-03, Codification Improvements to Financial Instruments • Clarifies that all entities are required to provide the fair value option disclosures in ASC 825, Financial Instruments • Clarifies that the portfolio exception in ASC 820, Fair Value Measurement Derivatives and Hedging • 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 • Clarifies that when an entity regains control of financial assets sold, it should recognize an allowance for credit losses in accordance with ASC 326. • Aligns the disclosure requirements for debt securities in ASC 320, Investments - Debt Securities Financial Services - Depository 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 about measurement of expected credit losses. The Company will adopt the guidance in ASU 2020-03 as it adopts the related ASU effected by these codification improvements. In May 2021, the FASB issued ASU 2021-04, Issuer’s Accounting for Certain Modifications or Exchanges of Freestanding Equity-Classified Written Call Options 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 of a modification or an exchange of a freestanding equity-classified written call option that remains equity classified after modification or exchange. ASU 2021-04 also provides guidance on the recognition of the effect of a modification or an exchange of a freestanding equity-classified written call option that remains equity classified after modification or exchange on the basis of the substance of the transaction, in the same manner as if cash had been paid as consideration. The amendments are effective for all entities for fiscal years beginning after December 15, 2021, including interim periods standard. |
Summary Of Significant Accoun_3
Summary Of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
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 amortized on an accelerated basis and the other intangible assets are amortized on a straight-line basis over their estimated useful lives as follows: Customer relationships 10-13 years Technology 5-9 years Carrier contracts 10 years Trademarks 9 -10 years Non-compete 3 years Internally developed computer software 3 -5 years |
Schedule of error corrections and prior period adjustments | The following table provides a comparison between the previously filed numbers and the numbers after the correction for the affected periods: Previous Filings After Correction 2021 2020 2021 2020 (unaudited) (unaudited) (unaudited) (unaudited) Three months Ended September 30, Net loss attributable to common shareholders $ (8,331 ) $ (12,787 ) $ (8,331 ) $ (12,787 ) Loss per share: Basic $ (0.27 ) $ (0.42 ) $ (0.26 ) $ (0.40 ) Diluted $ (0.27 ) $ (0.42 ) $ (0.26 ) $ (0.40 ) Weighted-average shares outstanding: Basic 30,732,921 30,281,520 32,098,715 31,647,131 Diluted 30,732,921 30,281,520 32,098,715 31,647,131 Previous Filings After Correction 2021 2020 2021 2020 (unaudited) (unaudited) (unaudited) (unaudited) Nine months Ended September 30, Net loss attributable to common shareholders $ (31,222 ) $ (39,966 ) $ (31,222 ) $ (39,966 ) Net loss per share Basic $ (1.03 ) $ (1.32 ) $ (0.98 ) $ (1.26 ) Diluted $ (1.03 ) $ (1.32 ) $ (0.98 ) $ (1.26 ) Weighted-average shares outstanding: Basic 30,433,641 30,285,684 31,799,313 31,651,295 Diluted 30,433,641 30,285,684 31,799,313 31,651,295 |
Revenue Recognition (Tables)
Revenue Recognition (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
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 reporting periods: Year ended December 31, (in ‘000) 2021 2020 2019 Connectivity* $ 164,392 $ 152,996 $ 147,927 Hardware Sales 54,898 29,601 8,767 Hardware Sales - bill-and-hold 5,357 11,314 960 Deployment services, professional services, and other 23,570 19,849 11,498 Total $ 248,217 $ 213,760 $ 169,152 * Includes connectivity-related revenues from IoT Connectivity and IoT Solutions |
Reverse Recapitalization (Table
Reverse Recapitalization (Tables) | 12 Months Ended |
Dec. 31, 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 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 % |
Business Combination (Tables)
Business Combination (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
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 ‘000) 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 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 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Property, Plant and Equipment [Abstract] | |
Property Plant and Equipment | Major classes of property and equipment consist of t he following: (in ‘000) December 31, December 31, Computer hardware $ 15,747 $ 13,634 Computer software 9,023 8,211 Furniture and fixtures 2,242 2,284 Networking equipment 8,089 8,151 Leasehold improvements 2,793 2,803 Total property and equipment 37,894 35,083 Less: accumulated depreciation (25,654 ) (21,374 ) Property and equipment (net) $ 12,240 $ 13,709 |
Goodwill and Other Intangible_2
Goodwill and Other Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Goodwill Balance | The Company’s goodwill balance consists of the following: (in ‘000) Amount December 31, 2019 $ 382,247 Measurement period adjustment — (366 ) Currency translation 868 December 31, 2020 $ 382,749 Currency translation (787 ) December 31, 2021 $ 381,962 |
Summary Of Other Intangible Assets | The Company’s other intangible assets consist of the following: (in ‘000) Carrying Gross Accumulated Net Carrying Value Customer relationships $ 306,732 $ (168,679 ) $ 138,053 Technology 45,983 (37,529 ) 8,454 Carrier contracts 65,700 (40,488 ) 25,212 Trademarks 15,733 (9,221 ) 6,512 Internally developed computer software 59,906 (34,663 ) 25,243 Total as of December 31, 2021 $ 494,054 $ (290,580 ) $ 203,474 (in ‘000) Carrying Gross Accumulated Net Carrying Value Customer relationships $ 307,356 $ (143,230 ) $ 164,126 Technology 46,229 (33,394 ) 12,835 Carrier contracts 65,700 (33,918 ) 31,782 Trademarks 15,828 (7,608 ) 8,220 Internally developed computer software 45,148 (21,908 ) 23,240 Total as of December 31, 2020 $ 480,261 $ (240,058 ) $ 240,203 |
Summary Of Weighted Average Remaining Useful Lives Per Intangible Asset Category | Years Customer relationships 5.8 Technology 3.1 Carrier contracts 4.0 Trademarks 5.1 Internally developed computer software 4.0 |
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, 2021. Amount 2022 $ 46,788 2023 43,223 2024 39,132 2025 36,359 2026 22,350 Thereafter 15,622 Total $ 203,474 |
Accrued Liabilites (Table)
Accrued Liabilites (Table) | 12 Months Ended |
Dec. 31, 2021 | |
Accrued Liabilities, Current [Abstract] | |
Schedule of Company's Accrued Liabilities | The Company’s accrued liabilities consist of the following: (in ‘000) December 31, December 31, Accrued payroll and related $ 13,103 $ 10,657 Accrued cost of revenue 1,641 2,142 Accrued other expenses 5,198 3,845 Sales and other taxes payable 1,369 565 Total accrued liabilities $ 21,311 $ 17,209 |
Long-Term Debt And Other Borr_2
Long-Term Debt And Other Borrowings, Net (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Debt Disclosure [Abstract] | |
Schedule of Long-term Debt Instruments | The fair values of the Company’s outstanding borrowings approximate the carrying values. The following is a summary of long-term debt: (in ‘000) December 31, December 31, Term Loan – $ 305,807 $ 308,959 Term Loan – — 9 Notes under the Backstop Agreement 120,000 — Other Borrowings 173 — Total 425,980 308,968 Less — 3,326 3,161 Less — 15,517 — Less—debt issuance cost, net of accumulated amortization of $6.1 million and $3.7 million, respectively 8,022 7,403 Total notes and debentures 399,115 298,404 Other Borrowings—Notes payable — — Total Long-term debt and other borrowings $ 399,115 $ 298,404 |
Schedule of Maturities of Long-term Debt | The following is the summary of future principal repayments on long-term debt: (in ‘000) Amount 2022 $ 3,326 2023 3,153 2024 299,501 2025 — 2026 — Thereafter 120,000 Total $ 425,980 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Summary of Income (Loss) Before Provision (Benefit) | For the Years Ended December 31, 2021 2020 2019 (in thousands) United State s $ (13,326 ) $ (25,283 ) $ (27,728 ) Foreign (20,821 ) (15,236 ) (8,656 ) Total loss before income taxes $ (34,147 ) $ (40,519 ) $ (36,384 ) |
Summary of Components of the Provision for Income Taxes | The components of the provision (benefit) fo followi For the Years Ended December 31, 2021 2020 2019 Current: (in thousands) Federal $ — $ — $ (1,136 ) State 420 546 (44 ) Foreig n (243 ) 505 (270 ) Total current provision (benefit) 177 1,051 (1,450 ) Deferred: Federal (6,213 ) (7,120 ) (8,626 ) State (784 ) 2,285 (2,117 ) Foreign (2,874 ) (1,534 ) (748 ) Total deferred benefit (9,871 ) (6,369 ) (11,491 ) Total benefit $ (9,694 ) $ (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, 2021, 2020 and 2019 are as follows: For the Years Ended December 31, 2021 2020 2019 (in thousands) Benefit for income taxes at 21% rate $ (7,171 ) 21.0 % $ (8,509 ) 21.0 % $ (7,641 ) 21.0 % State taxes, net of federal benefit (1,227 ) 3.5 % (947 ) 2.3 % (2,161 ) 6.0 % Change in valuation allowance 975 -2.9 % 1,016 -2.5 % — 0.0 % Rate change 775 -2.3 % 2,856 -7.0 % — 0.0 % Credits (602 ) 1.8 % (811 ) 2.0 % (541 ) 1.5 % Permanent differences and other 47 -0.1 % 307 -0.8 % (41 ) 0.1 % Revaluation of warrant s (1,106 ) 3.2 % 1,572 -3.9 % (49 ) 0.1 % Uncertain tax positions 9 0.0 % 226 -0.6 % (984 ) 2.7 % Foreign withholding tax 116 -0.3 % 420 -1.0 % — 0.0 % Foreign rate differential (1,573 ) 4.6 % (1,448 ) 3.6 % (1,524 ) 4.2 % Executive compensation expense 1,517 -4.4 % — 0.0 % — 0.0 % Transaction related expense (1,454 ) 4.3 % — 0.0 % — 0.0 % Benefit for income taxes $ (9,694 ) 28.4 % $ (5,318 ) 13.1 % $ (12,941 ) 35.6 % |
Summary of Deferred Income Taxes | Significant components of the Company’s deferred tax assets (liabilities) as of December 31, 2021 and 2020 are as follows: As of December 31, 2021 2020 (in thousands) Deferred tax assets: Net operating loss carry-forward $ 11,081 $ 10,604 Credit carry-forward 2,802 2,468 Interest expense limitation carry-forward 10,997 7,811 Non-deductible 374 520 Accruals and other temporary differences 1,046 1,047 Stock compensation — 698 Property and equipment 1,018 1,089 Gross deferred tax asset s 27,318 24,237 Less Valuation allowance (7,731 ) (7,164 ) Total deferred tax assets (after valuation allowance) 19,587 17,073 Deferred tax liabilities: Property and equipment (4,151 ) (4,089 ) Intangible assets (40,754 ) (49,461 ) Goodwill (7,432 ) (6,241 ) Debt discount (3,972 ) — Total deferred tax liabilities (56,309 ) (59,791 ) Net deferred tax liabilities $ (36,722 ) $ (42,718 ) |
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 consolidated balance sheets For the Years Ended December 31, 2021 2020 (in thousands) Unrecognized tax benefits at the beginning of the year $ 3,867 $ 3,658 Additions for tax positions of current year — — Additions for tax positions of prior years — 209 Reductions for tax positions of prior years — — Expirations statutes of limitation — — Unrecognized tax benefits at the end of the year $ 3,867 $ 3,867 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Future Minimum Lease Payments for Capital Leases | The future minimum lease payments under operating leases as of December 31, 2021 for the next five years is as follows: (in ‘000) Amount 2022 $ 2,924 2023 1,904 2024 1,495 2025 1,170 2026 958 Thereafter 3,412 Total $ 11,863 |
Summary of Unrecorded Unconditional Purchase Obligations | The future minimum lease payments under capital leases as of December 31, 2021 for the next five years is as follows: (in ‘000) Amount 2022 $ 207 2023 143 2024 119 2025 26 2026 — Total minimum lease payments $ 495 Interest expense (40 ) Total $ 455 |
Summary of Contractual Obligation, Fiscal Year Maturity | 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 December 31, 2021, the purchase commitments were as follows: (in ‘000) Amount 2022 $ 21,144 2023 9,446 2024 1,245 2025 1,245 2026 — Thereafter — Total $ 33,080 |
Prepaid and Other Receivables (
Prepaid and Other Receivables (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Prepaid Expense and Other Assets, Current [Abstract] | |
Summary of Prepaid Expenses and Other Receivables | The Company’s prepaid expenses and other receivables consist the (in ‘000) December 31, December 31, Prepaid deposits $ 1,030 $ 1,734 Prepaid expenses 6,418 3,695 Other receivables — — Total Prepaid expenses and other receivables $ 7,448 $ 5,429 |
Temporary Equity and Stockhol_2
Temporary Equity and Stockholders' Equity (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Stockholders' Equity Note [Abstract] | |
Summary of Accumulated but Unpaid Preferred Dividends | A summary of the accumulated but unpaid dividends for the Series A, Series A-1 Amount (in ‘000) Series A Series A-1 Series B Accumulated and unpaid, December 31, 2019 $ 25,610 $ 8,794 $ 25,338 Accumulated 9,202 9,814 8,572 Distributed — — — Accumulated and unpaid, December 31, 2020 $ 34,812 $ 18,608 $ 33,910 Accumulated 7,656 8,241 6,925 Distributed (42,468 ) (26,849 ) (40,835 ) Accumulated and unpaid, December 31, 2021 $ — $ — $ — |
Stock Based Compensation (Table
Stock Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Stock Based Compensation | |
Summary of Company's Stock Options | The following is a summary of the Company’s stock options as of December 31, 2021 and the stock option activity from January 1, 2019 through December 31, 2021: Number of Options Weighted Average Weighted Weighted Average Balance, December 31, 2018 414,434 $ 15.80 $ 141.53 9.3 Granted 52,083 15.91 141.53 Exercised — — — Forfeited (67,366 ) 15.80 141.53 Expired — — — Balance, December 31, 2019 399,151 $ 15.82 141.53 8.4 Granted 64,064 13.50 141.53 Exercised — — — Forfeited (30,715 ) 15.80 141.53 Expired — — — Balance, December 31, 2020 432,500 $ 15.45 $ 141.53 7.7 Granted — — — Exercised — — — Forfeited — — — Expired — — — Cancelled (432,500 ) (15.45 ) (141.53 ) (7.7 ) Balance, December 31, 2021 — $ — $ — — |
Summary of Share-based Compensation Expense | The following is a summary of the Company’s share - based compensation (in ‘000) December 31, 2021 December 31, 2020 Total Stock Compensation Expense $ 4,564 $ 1,161 Unrecognized Compensation Cost — 3,416 Remaining recognition period (in years) — 2.7 |
Summary of Company's Exercisable Stock Options | The following is a summary of the Company’s exercisable stock options as of December December 31, 2021 December 31, 2020 Range of Exercise Prices — $ 80.87 -$202.18 Number — 153,898 Weighted Average Remaining Contractual Term (in years) — 7.3 Weighted Average Exercise Price $ — $ 141.53 |
Net Loss Per Share (Tables)
Net Loss Per Share (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Earnings Per Share [Abstract] | |
Summary Of Earnings per Shares, basic and diluted | Presented in the table below is a reconciliation of the numerator and denominator for the basic and diluted earnings per share (“EPS”) calculations for the periods ended: (in ‘000) December 31, 2021 December 31, 2020 December 31, 2019 Numerator: Net loss attributable to the Company $ (24,453 ) $ (35,201 ) $ (23,443 ) Less cumulative earnings to preferred (22,822 ) (26,900 ) (21,647 ) Add premium on preferred conversion to 4,074 — — Net income (loss) attributable to common (43,201 ) (62,101 ) (45,090 ) Denominator: Weighted average common shares and Basic (in number) 41,933,050 31,650,173 31,169,435 Diluted (in number) 41,933,050 31,650,173 31,169,435 Net loss per unit attributable to common Basic $ (1.03 ) $ (1.96 ) $ (1.45 ) Diluted $ (1.03 ) $ (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: For the years ended (number of shares) December 31, December 31, December 31, Series C Convertible Preferred Stock 2,566,186 2,566,186 2,566,186 Stock Options 432,500 432,500 399,151 Common stock issued under the Backstop Agreement 9,600,031 — — |
Related Party Transactions (Tab
Related Party Transactions (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Related Party Transactions [Abstract] | |
Summary of related party transactions outstanding | The following is a summary of the amounts recorded under due to related parties in the consolidated balance sheets at December 31, 2021 and 2020: (in ‘000) December 31, December 31, Interfusion B.V. — 985 T-Fone — 630 |
Subsequent Events (Tables)
Subsequent Events (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Schedule of Preliminary Allocation Of The Consideration Paid For The Acquired Companies | (in thousands) Cash, including closing cash and working capital adjustments $ 47,336 Fair value of KORE common stock issued to sellers (4,212,246 shares) 23,294 Total consideration $ 70,630 Assets acquired: Cash 1,996 Accounts receivable 3,115 Inventories 1,323 Prepaid expenses and other receivables 821 Property and equipment 201 Intangible assets 30,060 Total Assets acquired 37,516 Liabilities assumed: Deferred tax liabilities 7,611 Accounts payable and accrued liabilities 2,607 Liabilities assumed 10,218 Net identifiable assets acquired 27,298 Goodwill (excess of consideration transferred over net identifiable assets acquired) $ 43,332 |
Schedule I - Parent Company F_2
Schedule I - Parent Company Financial Information (Tables) - Parent Company [Member] | 12 Months Ended |
Dec. 31, 2021 | |
Summary of Condensed Balance Sheet | Condensed Balance Sheet (in thousands USD) December 31, December 31, Assets Non-current Investment in subsidiaries $ 261,012 $ 300,055 Total non-current 261,012 300,055 Total assets $ 261,012 $ 300,055 Liabilities, temporary equity and stockholders’ equity Long-term liabilities Warrant liability $ 286 $ 15,944 Total liabilities 286 15,944 Temporary equity Series A Preferred Stock; par value $1,000 per share; none authorized, issued and outstanding at December 31, 2021; 7,765,229 shares authorized, and 7,756,158 shares issued and outstanding at December 31, 2020 — 77,562 Series A-1 Preferred Stock; par value $1,000 per share; none authorized, issued and outstanding at December 31, 2021; 10,480,538 shares authorized, 7,862,107 shares issued and outstanding at December 31, 2020 — 78,621 Series B Preferred Stock; par value $1,000 per share; none authorized, issued and outstanding at December 31, 2021; 9,090,975 shares authorized, 9,090,975 shares issued and outstanding at December 31, 2020 — 90,910 Series C Convertible Preferred Stock; par value $1,000 per share; none authorized, issued and outstanding at December 31, 2021; 6,872,894 shares authorized, 2,566,186 shares issued and outstanding at December 31, 2020 — 16,802 Total temporary equity — 263,895 Stockholders’ equity Common stock, voting; par value $0.0001 per share; 315,000,000 shares authorized, 72,027,743 shares issued and outstanding at December 31, 2021; 55,659,643 shares authorized, 30,281,520 shares issued and outstanding at December 31, 2020 7 3 Additional paid-in 401,688 135,616 Accumulated other comprehensive loss (3,331 ) (1,677 ) Accumulated deficit (137,638 ) (113,726 ) Total stockholders’ equity 260,726 20,216 Total liabilities, temporary equity and stockholders’ equity $ 261,012 $ 300,055 |
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, December 31, Equity in net loss of unconsolidated $ (29,177 ) $ (27,716 ) $ (23,678 ) Change in fair value of warrant liability (5,267 ) 7,485 (235 ) Loss before income taxes (23,910 ) (35,201 ) (23,443 ) Net loss $ (23,910 ) $ (35,201 ) $ (23,443 ) Other comprehensive loss: Foreign currency translation adjustment (1,654 ) 2,116 517 Comprehensive loss $ (25,564 ) $ (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, December 31, Cash flows from operating activities Net loss $ (23,910 ) $ (35,201 ) $ (23,443 ) Adjustments to reconcile net loss to net cash provided by operating activities — — Equity in net loss of unconsolidated subsidiaries 29,177 27,716 23,678 Change in fair value of warrant liability (5,267 ) 7,485 (235 ) Cash provided by operating activities $ — $ — $ — Cash flows from investing activities Distribution from subsidiary 5,947 200 80 Cash provided by investing activities $ 5,947 $ 200 $ 80 Cash flows from financing activities Repurchase of common stock — (200 ) (80 ) Issuance of common stock, net of transaction costs 223,968 — — Settlement of preferred stock (229,915 ) — — Cash used in financing activities $ (5,947 ) $ (200 ) $ (80 ) Effect of exchange rate change on cash and cash equivalents — — — Change in cash and cash equivalents and restricted cash — — — Cash and cash equivalents and restricted cash, beginning of — — — Cash and cash equivalents and restricted cash, end of year $ — $ — $ — Non-cash Equity issued for acquisition of Integron, LLC $ — $ — $ 7,000 Share-based payment awards issued to employees of subsidiaries $ 1,839 $ 1,161 $ 1,682 |
Nature Of Operations- Additiona
Nature Of Operations- Additional Information (Detail) | Sep. 30, 2021 |
Cerberus Telecom Acquisition Corp [Member] | Sponsor [Member] | Merger Agreement [Member] | |
Equity method investment ownership percentage | 100.00% |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Additional Information (Detail) - USD ($) $ in Thousands | Jan. 01, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Foreign Currency Transaction Gain (Loss), Unrealized | $ 300 | $ 200 | $ 1,400 | |
Restricted Investments maturity period | 90 days | |||
Impairment of Intangible Assets, Finite-lived | $ 0 | 0 | 3,892 | |
Goodwill, Impairment Loss | $ 0 | $ 0 | $ 0 | |
Effective income tax rate percentage | 28.40% | 13.10% | 35.60% | |
Advertising Expense | $ 100 | $ 100 | $ 100 | |
Antidilutive Securities Excluded from Computation of EPS | 9,600,031 | |||
Accounts Receivable, Allowance for Credit Loss, Current | $ 1,800 | 2,804 | ||
Selling, General and Administrative Expenses [Member] | ||||
Bad debt expense | 300 | 600 | 900 | |
Accounts Receivable, Allowance for Credit Loss, Current | 500 | 500 | ||
Defined Contribution Plan, Cost | $ 400 | 500 | 500 | |
Revision of Prior Period, Adjustment [Member] | KORE Warrants [Member] | ||||
Antidilutive Securities Excluded from Computation of EPS | 1,400,000 | |||
RACO [Member] | ||||
Impairment of Intangible Assets, Finite-lived | $ 0 | $ 0 | $ 3,900 | |
Maximum [Member] | ||||
Effective income tax rate percentage | 50.00% | |||
ROU Assets | $ 10,100 | |||
Minimum [Member] | ||||
ROU Assets | $ 9,100 | |||
Subsequent Event [Member] | ||||
Decrease in additional paid in capital | $ 11,600 | |||
Decrease to deferred tax liabilities | 3,800 | |||
Increase to retained earnings | 300 | |||
Increase to long-term debt | $ 15,500 |
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, 2021 | |
Computer software [Member] | |
Schedule Of Property And Equipment Estimated Useful Life [Line Items] | |
Depreciation rate property plant and equipment | 20.00% |
Furniture and Fixtures [Member] | |
Schedule Of Property And Equipment Estimated Useful Life [Line Items] | |
Depreciation rate property plant and equipment | 20.00% |
Hardware and Software [Member] | |
Schedule Of Property And Equipment Estimated Useful Life [Line Items] | |
Depreciation rate property plant and equipment | 30.00% |
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, 2021 | |
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-compete agreements | |
Finite-Lived Intangible Assets [Line Items] | |
Finite-Lived Intangible Asset, Useful Life | 3 years |
Internally developed computer software [Member] | Maximum [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
Finite-Lived Intangible Asset, Useful Life | 5 years |
Internally developed computer software [Member] | Minimum [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
Finite-Lived Intangible Asset, Useful Life | 3 years |
Summary of Significant Accoun_7
Summary of Significant Accounting Policies - Schedule of error corrections and prior period adjustments (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, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Reclassification [Line Items] | |||||||
Net loss | $ (8,331) | $ (12,787) | $ (31,222) | $ (39,966) | $ (24,453) | $ (35,201) | $ (23,443) |
Loss per share: | |||||||
Basic | $ (0.26) | $ (0.40) | $ (0.98) | $ (1.26) | $ (1.03) | $ (1.96) | $ (1.45) |
Diluted | $ (0.26) | $ (0.40) | $ (0.98) | $ (1.26) | $ (1.03) | $ (1.96) | $ (1.45) |
Weighted-average shares outstanding: | |||||||
Basic | 32,098,715 | 31,647,131 | 31,799,313 | 31,651,295 | 41,933,050 | 31,650,173 | 31,169,435 |
Diluted | 32,098,715 | 31,647,131 | 31,799,313 | 31,651,295 | 41,933,050 | 31,650,173 | 31,169,435 |
Previously Reported [Member] | |||||||
Reclassification [Line Items] | |||||||
Net loss | $ (8,331) | $ (12,787) | $ (31,222) | $ (39,966) | |||
Loss per share: | |||||||
Basic | $ (0.27) | $ (0.42) | $ (1.03) | $ (1.32) | |||
Diluted | $ (0.27) | $ (0.42) | $ (1.03) | $ (1.32) | |||
Weighted-average shares outstanding: | |||||||
Basic | 30,732,921 | 30,281,520 | 30,433,641 | 30,285,684 | |||
Diluted | 30,732,921 | 30,281,520 | 30,433,641 | 30,285,684 |
Revenue Recognition - Summary o
Revenue Recognition - Summary of Disaggregation Revenue (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Disaggregation of Revenue [Line Items] | |||
Total | $ 248,217 | $ 213,760 | $ 169,152 |
Connectivity | |||
Disaggregation of Revenue [Line Items] | |||
Total | 164,392 | 152,996 | 147,927 |
Hardware Sales | |||
Disaggregation of Revenue [Line Items] | |||
Total | 54,898 | 29,601 | 8,767 |
Hardware Sales — bill-and-hold | |||
Disaggregation of Revenue [Line Items] | |||
Total | 5,357 | 11,314 | 960 |
Deployment services, professional services and other | |||
Disaggregation of Revenue [Line Items] | |||
Total | $ 23,570 | $ 19,849 | $ 11,498 |
Revenue Recognition - Additiona
Revenue Recognition - Additional Information (Detail) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Deferred revenue | $ 6.9 | $ 7.8 | |
Percentage of revenue represented by each customer | 21.00% | 16.00% | 10.00% |
Major Customer One | Accounts Receivable Member | |||
Percentage of revenue represented by each customer | 30.00% | 22.00% |
Reverse Recapitalization - Summ
Reverse Recapitalization - Summary of the Number of Class A Share Issued (Detail) - shares | Dec. 31, 2021 | Sep. 30, 2021 | Dec. 31, 2020 |
Business Acquisition, Equity Interests Issued or Issuable [Line Items] | |||
Common stock shares issued | 72,027,743 | 30,281,520 | |
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 | Sep. 30, 2021 | Dec. 31, 2021 | Feb. 16, 2022 |
Common stock, other shares, outstanding | 71,810,419 | ||
Common stock par or stated value per share | $ 0.0001 | $ 0.0001 | |
Class of warrant or right, outstanding | 8,911,744 | 0.3 | |
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 | $ 24,200 | $ 1,700 | |
Repaid the outstanding related party loans | $ 1,538 | ||
Stock shares issued during the period shares new issues | 432,500 | ||
Adjustments to additional paid in capital business acquisition cost | $ 24,100 | ||
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 | 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 - 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 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Goodwill (excess of consideration transferred over net identifiable assets acquired) | $ 381,962 | $ 382,749 | $ 382,247 | |
Integron LLC [Member] | ||||
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 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 |
Business Combination - Addition
Business Combination - Additional Information (Detail) - USD ($) | Nov. 22, 2019 | Dec. 31, 2019 | Feb. 16, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Business Acquisition [Line Items] | |||||
Business acquisition, transaction costs | $ 1,700,000 | $ 24,200,000 | |||
Goodwill | $ 382,247,000 | $ 381,962,000 | $ 382,749,000 | ||
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 | ||||
Goodwill | $ 6,527,000 | ||||
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 |
Property and Equipment - Summar
Property and Equipment - Summary of Property and Equipment (Detail) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | $ 37,894 | $ 35,083 |
Less: accumulated depreciation | (25,654) | (21,374) |
Property and equipment (net) | 12,240 | 13,709 |
Computer Hardware | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 15,747 | 13,634 |
Computer software [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 9,023 | 8,211 |
Furniture and Fixtures [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 2,242 | 2,284 |
Networking equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 8,089 | 8,151 |
Leasehold Improvements | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | $ 2,793 | $ 2,803 |
Property and Equipment - Additi
Property and Equipment - Additional Information (Detail) - USD ($) $ in Millions | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Property, Plant and Equipment [Line Items] | |||
Depreciation | $ 3.7 | $ 4.5 | $ 4.7 |
Goodwill and Other Intangible_3
Goodwill and Other Intangible Assets - Summary of Goodwill Balance Consist (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Goodwill [Line Items] | ||
Goodwill | $ 382,749 | $ 382,247 |
Measurement period adjustment—Integron | (366) | |
Currency translation | (787) | 868 |
Goodwill | $ 381,962 | $ 382,749 |
Goodwill and Other Intangible_4
Goodwill and Other Intangible Assets - Summary Of Other Intangible Assets (Detail) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Finite-Lived Intangible Assets [Line Items] | ||
Finite Live Intangible Assets Gross | $ 494,054 | $ 480,261 |
Finite Lived Intangible Assets Accumulated Amortization | (290,580) | (240,058) |
Finite Lived Intangible Assets Net | 203,474 | 240,203 |
Customer relationships [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Finite Live Intangible Assets Gross | 306,732 | 307,356 |
Finite Lived Intangible Assets Accumulated Amortization | (168,679) | (143,230) |
Finite Lived Intangible Assets Net | 138,053 | 164,126 |
Technology [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Finite Live Intangible Assets Gross | 45,983 | 46,229 |
Finite Lived Intangible Assets Accumulated Amortization | (37,529) | (33,394) |
Finite Lived Intangible Assets Net | 8,454 | 12,835 |
Carrier contracts [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Finite Live Intangible Assets Gross | 65,700 | 65,700 |
Finite Lived Intangible Assets Accumulated Amortization | (40,488) | (33,918) |
Finite Lived Intangible Assets Net | 25,212 | 31,782 |
Trademarks [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Finite Live Intangible Assets Gross | 15,733 | 15,828 |
Finite Lived Intangible Assets Accumulated Amortization | (9,221) | (7,608) |
Finite Lived Intangible Assets Net | 6,512 | 8,220 |
Internally developed computer software [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Finite Live Intangible Assets Gross | 59,906 | 45,148 |
Finite Lived Intangible Assets Accumulated Amortization | (34,663) | (21,908) |
Finite Lived Intangible Assets Net | $ 25,243 | $ 23,240 |
Goodwill and Other Intangible_5
Goodwill and Other Intangible Assets - Summary Of Weighted Average Remaining Useful Lives Per Intangible Asset Category (Detail) | 12 Months Ended |
Dec. 31, 2021 | |
Customer Relationships [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
Weighted average remaining useful lives per intangible asset category | 5 years 9 months 18 days |
Technology [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
Weighted average remaining useful lives per intangible asset category | 3 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 |
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 computer software [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
Weighted average remaining useful lives per intangible asset category | 4 years |
Goodwill and Other Intangible_6
Goodwill and Other Intangible Assets - Summary Of The Estimated Amortization Expense (Detail) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
2022 | $ 46,788 | |
2023 | 43,223 | |
2024 | 39,132 | |
2025 | 36,359 | |
2026 | 22,350 | |
Thereafter | 15,622 | |
Total | $ 203,474 | $ 240,203 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets - Additional Information (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Impairment of Intangible Assets, Finite-lived | $ 0 | $ 0 | $ 3,892 |
Amortization expense | $ 46,700 | $ 48,000 | 43,400 |
RACO Wireless, LLC | Computer Software, Intangible Asset [Member] | |||
Impairment of Intangible Assets, Finite-lived | $ 3,900 |
Accrued Liabilities - Schedule
Accrued Liabilities - Schedule of Company's Accrued Liabilities (Detail) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Accrued Liabilities, Current [Abstract] | ||
Accrued payroll and related | $ 13,103 | $ 10,657 |
Accrued cost of revenue | 1,641 | 2,142 |
Accrued other expenses | 5,198 | 3,845 |
Sales and other taxes payable | 1,369 | 565 |
Total accrued liabilities | $ 21,311 | $ 17,209 |
Long-Term Debt And Other Borr_3
Long-Term Debt And Other Borrowings, Net - Additional Information (Detail) $ / shares in Units, € in Thousands | Dec. 31, 2021USD ($) | Oct. 28, 2021USD ($)$ / sharesshares | Nov. 12, 2019USD ($) | Dec. 21, 2018USD ($) | Jan. 31, 2021USD ($) | Sep. 30, 2021USD ($)$ / sharesshares | Dec. 31, 2021USD ($) | Dec. 31, 2020USD ($) | Dec. 31, 2019USD ($) | Dec. 31, 2021EUR (€) | Dec. 31, 2020EUR (€) | Oct. 08, 2018EUR (€) |
Short-term Debt [Line Items] | ||||||||||||
Debt issuance costs | $ 384,000 | $ 384,000 | ||||||||||
Long-term Debt | 425,980,000 | 425,980,000 | ||||||||||
Long-term debt, term | 7 years | |||||||||||
Debt Conversion, Converted Instrument, Shares Issued | shares | 7,600,000 | |||||||||||
Debt Instrument, Convertible, Carrying Amount of Equity Component | 15,517,000 | 15,517,000 | $ 0 | |||||||||
Debt instrument carrying amount | 425,980,000 | 425,980,000 | 308,968,000 | |||||||||
Restricted Cash | $ 261,000,000 | $ 261,000,000 | 300,000,000 | |||||||||
Percentage of existing and future equity interests | 65.00% | 65.00% | 65.00% | |||||||||
Amortization of deferred financing costs | $ 2,097,000 | 2,313,000 | $ 2,063,000 | |||||||||
Sponsor [Member] | ||||||||||||
Short-term Debt [Line Items] | ||||||||||||
Debt Conversion, Converted Instrument, Shares Issued | shares | 100,000 | |||||||||||
Backstop Notes [Member] | ||||||||||||
Short-term Debt [Line Items] | ||||||||||||
Debt instrument, interest rate | 8.40% | 8.40% | 8.40% | 8.40% | ||||||||
Debt Instrument, Convertible, Carrying Amount of Equity Component | $ 15,500 | $ 15,500 | ||||||||||
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% | |||||||||||
Debt instrument, conversion price | $ / shares | $ 16.25 | $ 16.25 | ||||||||||
Debt Conversion, Converted Instrument, Shares Issued | shares | 1.9 | |||||||||||
Payment of stock issuance costs | $ 2,500 | |||||||||||
Debt principal amount | $ 120,000 | 120,000 | 0 | |||||||||
Debt instrument carrying amount | 102,000 | 102,000 | ||||||||||
Line of credit facility commitment fee amount | $ 1,500,000 | |||||||||||
Amortization of deferred financing costs | 500,000 | |||||||||||
Contractual interest expense | 1,600,000 | |||||||||||
Base Rate [Member] | Backstop Agreement [Member] | ||||||||||||
Short-term Debt [Line Items] | ||||||||||||
Debt instrument, conversion price | $ / shares | $ 12.50 | $ 12.50 | ||||||||||
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 | 305,800,000 | 305,800,000 | 309,000,000 | |||||||||
Amortization of deferred financing costs | 2,000,000 | |||||||||||
Contractual interest expense | 17,700,000 | |||||||||||
UBS Term Loan [Member] | Revolving Credit Facility [Member] | ||||||||||||
Short-term Debt [Line Items] | ||||||||||||
Long-term line of credit | 0 | $ 30,000,000 | $ 0 | 0 | ||||||||
Leverage ratio, Description | 5.00:1.00 | |||||||||||
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 | |||||||||||
Debt instrument, interest rate | 2.15% | |||||||||||
Debt instrument, every month | $ 7,740,000 | |||||||||||
Debt instrument carrying amount | 0 | $ 0 | $ 9,000 | |||||||||
Belgium subsidiary [Member] | Bank Overdraft Facility [Member] | ||||||||||||
Short-term Debt [Line Items] | ||||||||||||
Long-term line of credit | € | € 0 | € 0 | € 250,000 | |||||||||
Senior Unsecured Exchangeable Notes Due 2028 [Member] | Backstop Agreement [Member] | ||||||||||||
Short-term Debt [Line Items] | ||||||||||||
Long-term line of credit | $ 24,900,000 | $ 95,100,000 | ||||||||||
Notes Under The Backstop Agreement [Member] | ||||||||||||
Short-term Debt [Line Items] | ||||||||||||
Debt instrument carrying amount | $ 120,000,000 | $ 120,000,000 | ||||||||||
Notes Under The Backstop Agreement [Member] | Backstop Agreement [Member] | ||||||||||||
Short-term Debt [Line Items] | ||||||||||||
Debt instrument carrying amount | $ 9,600 |
Long-Term Debt And Other Borr_4
Long-Term Debt And Other Borrowings, Net - Summary of Debt Instruments (Detail) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Debt Instrument [Line Items] | ||
Term Loan | $ 425,980 | $ 308,968 |
Less—current portion | 3,326 | 3,161 |
Less—equity component, net of accumulated amortization | 15,517 | 0 |
Less – debt issuance cost | 8,022 | 7,403 |
Total notes and debentures | 399,115 | 298,404 |
Other Borrowings—Notes payable | 0 | 0 |
Total Long-term debt and other borrowings | 399,115 | 298,404 |
Term Loan - UBS [Member] | ||
Debt Instrument [Line Items] | ||
Term Loan | 305,807 | 308,959 |
Term Loan - BNP Paribas [Member] | ||
Debt Instrument [Line Items] | ||
Term Loan | 0 | $ 9 |
Notes Under The Backstop Agreement [Member] | ||
Debt Instrument [Line Items] | ||
Term Loan | 120,000 | |
Other Borrowings [Member] | ||
Debt Instrument [Line Items] | ||
Term Loan | $ 173 |
Long-Term Debt And Other Borr_5
Long-Term Debt And Other Borrowings, Net - Summary of Debt Instruments (Detail) (Parenthetical) - USD ($) $ in Millions | Dec. 31, 2021 | Dec. 31, 2020 |
Debt Disclosure [Abstract] | ||
Accumulated Amortization, Debt Issuance Costs | $ 6.1 | $ 3.7 |
Long-Term Debt And Other Borr_6
Long-Term Debt And Other Borrowings, Net - Summary of Future Principal Repayments on long-term Debt (Detail) $ in Thousands | Dec. 31, 2021USD ($) |
Maturities of Long-term Debt [Abstract] | |
2022 | $ 3,326 |
2023 | 3,153 |
2024 | 299,501 |
2025 | 0 |
2026 | 0 |
Thereafter | 120,000 |
Total | $ 425,980 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Operating Loss Carryforwards [Line Items] | |||
Disallowance of interest expenses carryforward, amount | $ 44,700 | ||
Income tax expense benefit | (9,694) | $ (5,318) | $ (12,941) |
Valuation Allowance, Deferred Tax Asset, Increase (Decrease), Amount | 600 | ||
Unrecognized tax benefits, income tax penalties | 9 | 17 | |
Undistributed earnings of foreign subsidiaries | 8,600 | ||
Income tax penalties and interest accrued | 26 | 17 | |
GILTI [Member] | |||
Operating Loss Carryforwards [Line Items] | |||
Income tax expense benefit | $ 0 | $ 0 | |
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] | |||
Operating loss carryforwards, expiration period | 2041 | ||
Tax credit carryforward, expiration period | 2041 | ||
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 | 900 | ||
Federal Tax Authority [Member] | |||
Operating Loss Carryforwards [Line Items] | |||
Operating loss carryforwards | 3,000 | ||
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 | 39,700 | ||
State and Local Jurisdiction [Member] | indefinitely Period [Member] | |||
Operating Loss Carryforwards [Line Items] | |||
Operating loss carryforwards | 13,800 | ||
Foreign Tax Authority [Member] | |||
Operating Loss Carryforwards [Line Items] | |||
Operating loss carryforwards | $ 33,800 |
Income Taxes - Summary of Incom
Income Taxes - Summary of Income (Loss) Before Provision (Benefit) (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Income (Loss) from Continuing Operations before Equity Method Investments, Income Taxes, Noncontrolling Interest [Abstract] | |||
United States | $ (13,326) | $ (25,283) | $ (27,728) |
Foreign | (20,821) | (15,236) | (8,656) |
Loss before income taxes | $ (34,147) | $ (40,519) | $ (36,384) |
Income Taxes - Summary of Compo
Income Taxes - Summary of Components of the Provision for Income Taxes (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Current: | |||
Federal | $ 0 | $ (1,136) | |
State | $ 420 | 546 | (44) |
Foreign | (243) | 505 | (270) |
Total current provision (benefit) | 177 | 1,051 | (1,450) |
Deferred: | |||
Federal | (6,213) | (7,120) | (8,626) |
State | (784) | 2,285 | (2,117) |
Foreign | (2,874) | (1,534) | (748) |
Total deferred benefit | (9,871) | (6,369) | (11,491) |
Total income tax benefit | $ (9,694) | $ (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 | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Effective Income Tax Rate Reconciliation, Amount [Abstract] | |||
Benefit for income taxes at 21% rate | $ (7,171) | $ (8,509) | $ (7,641) |
State taxes, net of federal benefit | (1,227) | (947) | (2,161) |
Change in valuation allowance | 975 | 1,016 | 0 |
Rate change | 775 | 2,856 | 0 |
Credits | (602) | (811) | (541) |
Permanent differences and other | 47 | 307 | (41) |
Revaluation of warrants | (1,106) | 1,572 | (49) |
Uncertain tax provision | 9 | 226 | (984) |
Foreign withholding tax | 116 | 420 | 0 |
Foreign rate differential | (1,573) | (1,448) | (1,524) |
Effective Income Tax Rate Reconciliation, Nondeductible Expense, Share-based Payment Arrangement, Amount | 1,517 | 0 | 0 |
Income Tax Reconciliation Transaction Related Expense | (1,454) | 0 | 0 |
Total income tax benefit | $ (9,694) | $ (5,318) | $ (12,941) |
Effective Income Tax Rate Reconciliation Benefit For Income Taxes | 21.00% | 21.00% | 21.00% |
Effective Income Tax Rate Reconciliation, State and Local Income Taxes, Percent | 3.50% | 2.30% | 6.00% |
Effective Income Tax Rate Reconciliation, Change in Deferred Tax Assets Valuation Allowance, Percent | (2.90%) | (2.50%) | 0.00% |
Effective Income Tax Rate Reconciliation, Change in Enacted Tax Rate, Percent | (2.30%) | (7.00%) | 0.00% |
Effective Income Tax Rate Reconciliation, Tax Credit, Percent | 1.80% | 2.00% | 1.50% |
Effective Income Tax Rate Reconciliation Permanent Differences And Others | (0.10%) | (0.80%) | 0.10% |
Effective Income Tax Rate Reconciliation Revaluation Of Warrants | 3.20% | (3.90%) | 0.10% |
Effective Income Tax Rate Reconciliation Uncertain Tax Positions | 0.00% | (0.60%) | 2.70% |
Effective Income Tax Rate Reconciliation Foreign Withholding Tax | (0.30%) | (1.00%) | 0.00% |
Effective Income Tax Rate Reconciliation, Foreign Income Tax Rate Differential, Percent | 4.60% | 3.60% | 4.20% |
Effective Income Tax Rate Reconciliation, Nondeductible Expense, Share-based Payment Arrangement, Percent | (4.40%) | 0.00% | 0.00% |
Effective Income Tax Rate Reconciliation Transaction Related Expense | 4.30% | 0.00% | 0.00% |
Effective Income Tax Rate Reconciliation, Percent | 28.40% | 13.10% | 35.60% |
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, 2021 | Dec. 31, 2020 | |
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, 2021 | Dec. 31, 2020 |
Deferred tax assets: | ||
Net operating loss carry-forward | $ 11,081 | $ 10,604 |
Credit carry-forward | 2,802 | 2,468 |
Interest expense limitation carry-forward | 10,997 | 7,811 |
Non-deductible reserves | 374 | 520 |
Accruals and other temporary differences | 1,046 | 1,047 |
Stock compensation | 0 | 698 |
Property and equipment | 1,018 | 1,089 |
Gross deferred tax assets | 27,318 | 24,237 |
Less valuation allowance | (7,731) | (7,164) |
Total deferred tax assets (after valuation allowance) | 19,587 | 17,073 |
Deferred tax liabilities: | ||
Property and equipment | (4,151) | (4,089) |
Intangible assets | (40,754) | (49,461) |
Goodwill | (7,432) | (6,241) |
Debt discount | (3,972) | |
Total deferred tax liabilities | (56,309) | (59,791) |
Net deferred tax liabilities | $ (36,722) | $ (42,718) |
Income Taxes - Summary of Gross
Income Taxes - Summary of Gross Unrecognized Tax Benefits (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward] | ||
Unrecognized tax benefits at the beginning of the year | $ 3,867 | $ 3,658 |
Additions for tax positions of prior years | 0 | 209 |
Unrecognized tax benefits at the end of the year | $ 3,867 | $ 3,867 |
Commitments and Contingencies -
Commitments and Contingencies - Summary of Future Minimum Rental Payments for Operating Leases (Detail) $ in Thousands | Dec. 31, 2021USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
2022 | $ 2,924 |
2023 | 1,904 |
2024 | 1,495 |
2025 | 1,170 |
2026 | 958 |
Thereafter | 3,412 |
Total | $ 11,863 |
Commitments and Contingencies_2
Commitments and Contingencies - Summary of the Future Minimum Lease Payments Under Capital Leases (Detail) $ in Thousands | Dec. 31, 2021USD ($) |
Capital Leases, Future Minimum Payments Due, Fiscal Year Maturity [Abstract] | |
2022 | $ 207 |
2023 | 143 |
2024 | 119 |
2025 | 26 |
2026 | 0 |
Total minimum lease payments | 495 |
Interest expense | (40) |
Total | $ 455 |
Commitments and Contingencies_3
Commitments and Contingencies - Summary of the Purchase Commitments (Detail) $ in Millions | Dec. 31, 2021USD ($) |
Purchase Obligation, Fiscal Year Maturity [Abstract] | |
2022 | $ 21,144 |
2023 | 9,446 |
2024 | 1,245 |
2025 | 1,245 |
2026 | 0 |
Thereafter | 0 |
Total | $ 33,080 |
Commitments and Contingencies_4
Commitments and Contingencies - Additional Information (Detail) - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Commitments And Contingencies Disclosure [Line Items] | |||
Operating lease rent expenses net | $ 2,700 | $ 2,500 | $ 2,300 |
Standby Letters Of Credit And Bank Guarantee [Member] | |||
Commitments And Contingencies Disclosure [Line Items] | |||
Off balance sheet credit exposure | $ 400,000 | ||
Standby Letters of Credit [Member] | |||
Commitments And Contingencies Disclosure [Line Items] | |||
Off balance sheet credit exposure | $ 400,000 |
Prepaid and Other Receivables -
Prepaid and Other Receivables - Summary of Prepaid Expenses and Other Receivables (Detail) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Prepaid Expense and Other Assets, Current [Abstract] | ||
Prepaid deposits | $ 1,030 | $ 1,734 |
Prepaid expenses | 6,418 | 3,695 |
Other receivables | 0 | 0 |
Total Prepaid expenses and other receivables | $ 7,448 | $ 5,429 |
Temporary Equity and Stockhol_3
Temporary Equity and Stockholders' Equity - Summary of Accumulated but Unpaid Preferred Dividends (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Class of Stock [Line Items] | |||
Distributed | $ (22,822) | $ (26,900) | $ (21,647) |
Series A Preferred Stock [Member] | |||
Class of Stock [Line Items] | |||
Beginning balance | 34,812 | 25,610 | |
Accumulated | 7,656 | 9,202 | |
Distributed | (42,468) | 0 | |
Ending balance | 0 | 34,812 | 25,610 |
Series A One Preferred Stock [Member] | |||
Class of Stock [Line Items] | |||
Beginning balance | 18,608 | 8,794 | |
Accumulated | 8,241 | 9,814 | |
Distributed | (26,849) | 0 | |
Ending balance | 0 | 18,608 | 8,794 |
Series B Preferred Stock [Member] | |||
Class of Stock [Line Items] | |||
Beginning balance | 33,910 | 25,338 | |
Accumulated | 6,925 | 8,572 | |
Distributed | (40,835) | 0 | |
Ending balance | $ 0 | $ 33,910 | $ 25,338 |
Temporary Equity and Stockhol_4
Temporary Equity and Stockholders' Equity - Additional Information (Detail) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Class of Stock [Line Items] | ||
Common stock shares authorized | 315,000,000 | 55,659,643 |
Common stock shares issued | 72,027,743 | 30,281,520 |
Common stock shares outstanding | 72,027,743 | 30,281,520 |
Preferred stock, redemption price per share | $ 1,000 | |
Series A Preferred Stock [Member] | ||
Class of Stock [Line Items] | ||
Preferred stock shares authorized | 7,765,229 | |
Preferred stock shares issued | 0 | 7,756,158 |
Preferred stock shares outstanding | 0 | 7,756,158 |
Preferred stock, dividend rate, percentage | (13.00%) | |
Preferred stock, redemption amount | $ 85,200,000 | |
Preferred stock redemption premium rate | 2.00% | |
Series A-1 Preferred Stock | ||
Class of Stock [Line Items] | ||
Preferred stock shares authorized | 10,480,538 | |
Preferred stock shares issued | 0 | 7,862,107 |
Preferred stock shares outstanding | 0 | 7,862,107 |
Preference share discount rate | 2.00% | |
Preferred stock, dividend rate, percentage | (13.75%) | |
Preferred stock, redemption amount | $ 86,900 | |
Preferred stock redemption premium rate | 1.00% | |
Series C Convertible Preferred Stock [Member] | ||
Class of Stock [Line Items] | ||
Preferred stock shares authorized | 6,872,894 | |
Preferred stock shares issued | 0 | 2,566,186 |
Preferred stock shares outstanding | 0 | 2,566,186 |
Convertible preferred stock, shares issued upon conversion | 16,802 | |
Series B Preferred Stock [Member] | ||
Class of Stock [Line Items] | ||
Preferred stock shares authorized | 9,090,975 | |
Preferred stock shares issued | 0 | 9,090,975 |
Preferred stock shares outstanding | 0 | 9,090,975 |
Preferred stock, dividend rate, percentage | (10.00%) | |
Preferred stock, redemption amount | $ 97,800,000 | |
Common Stock [Member] | ||
Class of Stock [Line Items] | ||
Capital units, authorized | 350,000,000 | |
Common stock shares authorized | 315,000,000 | |
Common stock shares issued | 72,027,743 | |
Common stock shares outstanding | 72,027,743 | |
Preferred stock shares authorized | 35,000,000 | |
Preferred stock shares issued | 0 | |
Preferred stock shares outstanding | 0 | |
Convertible preferred stock, shares issued upon conversion | 2,520,368 |
Stock Based Compensation - Summ
Stock Based Compensation - Summary of Company's Stock Options (Detail) - $ / shares | 12 Months Ended | |||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward] | ||||
Beginning balance, Number of Options | 432,500 | 399,151 | 414,434 | |
Granted, Number of Options | 64,064 | 52,083 | ||
Forfeited, Number of Options | (30,715) | (67,366) | ||
Cancelled, Number of Options | (432,500) | |||
Ending balance, Number of Options | 0 | 432,500 | 399,151 | 414,434 |
Beginning balance, Weighted Average Grant Date Fair Value per Option | $ 15.45 | $ 15.82 | $ 15.80 | |
Granted, Weighted Average Grant Date Fair Value per Option | 13.50 | 15.91 | ||
Forfeited, Weighted Average Grant Date Fair Value per Option | 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 | 15.82 | $ 15.80 |
Beginning balance, Weighted Average Exercise Price | 141.53 | 141.53 | 141.53 | |
Granted, Weighted Average Exercise Price | 141.53 | 141.53 | ||
Forfeited, Weighted Average Exercise Price | 141.53 | 141.53 | ||
Cancelled, Weighted Average Exercise Price | $ (141.53) | |||
Cancelled, Weighted Average Remaining Contractual Term | 7 years 8 months 12 days | |||
Ending balance, Weighted Average Exercise Price | $ 0 | $ 141.53 | $ 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 |
Stock Based Compensation - Su_2
Stock Based Compensation - Summary of Share-based Compensation Expense (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Stock Based Compensation | ||
Total share-based compensation expense | $ 4,564 | $ 1,161 |
Unrecognized compensation cost | $ 0 | $ 3,416 |
Remaining recognition period (in years) | 2 years 8 months 12 days |
Stock Based Compensation - Su_3
Stock Based Compensation - Summary of the Company's Exercisable Stock Options (Detail) - $ / shares | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Stock Based Compensation | ||
Range of exercise prices, Lower Range Limit | $ 80.87 | |
Range of exercise prices, Upper Range Limit | $ 0 | $ 202.18 |
Number | 0 | 153,898 |
Weighted average remaining contractual term (in years) | 7 years 3 months 18 days | |
Weighted average exercise price | $ 0 | $ 141.53 |
Stock Based Compensation - Addi
Stock Based Compensation - Additional Information (Detail) - USD ($) | Dec. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Payment of Option Cash Consideration | $ 4,075,000,000 | ||
Stock Issued During Period, Shares, New Issues | 432,500 | ||
Risk-free rate | 1.58% | ||
Term (in years) | 2 years | ||
Dividend yield | 0.00% | ||
Volatility | 86.30% | ||
Net Option Cash Consideration | $ 4,075,000,000 | ||
Common Stock [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Stock Issued During Period, Shares, New Issues | 200,426 | ||
Stock issued during the period value new issues | $ 432,500,000 | ||
Cancellation Agreements [Member] | Common Stock [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Stock issued during the period value new issues | $ 4,325,000,000 |
Warrants on Common Stock - Addi
Warrants on Common Stock - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Sep. 30, 2021 | |
Class of Warrant or Right [Line Items] | ||||
Class of warrants or rights exercise price of warrrant | $ 1.05 | |||
Warrants outstanding | 0.3 | 8,911,744 | ||
Change in fair value of warrant liability | $ (5,267) | $ 7,485 | $ (235) | |
KORE Warrants [Member] | ||||
Class of Warrant or Right [Line Items] | ||||
Class of warrants or rights exercise price of warrrant | $ 0.01 | |||
Warrants outstanding | 0 | 9,814 | ||
Public Warrants [Member] | ||||
Class of Warrant or Right [Line Items] | ||||
Class of warrants or rights exercise price of warrrant | $ 11.50 | |||
Warrants outstanding | 8,638,966 | |||
Class of warrant or right, number of securities called by warrants or rights | 1 | |||
Warrants exercisable term from the date of completion of business combination | 30 months | |||
Warrants exercisable term from the closing of IPO | 12 months | |||
Class of warrants or rights outstanding term | 5 years | |||
Private Placement Warrants [Member] | ||||
Class of Warrant or Right [Line Items] | ||||
Class of warrants or rights exercise price of warrrant | $ 11.50 | |||
Warrants outstanding | 272,778 | |||
Minimum lock in period for transfer, assign or sell warrants after completion of IPO | 30 days | |||
Private Placement Warrants [Member] | 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 | |||
Common Stock [Member] | KORE Warrants [Member] | ||||
Class of Warrant or Right [Line Items] | ||||
Class of warrant or right, exercised and converted | 1,365,612 |
Net Loss Per Share - Additional
Net Loss Per Share - Additional Information (Detail) $ in Thousands | 12 Months Ended |
Dec. 31, 2021USD ($) | |
Earnings Per Share [Abstract] | |
Preferred Stock Conversion Premium | $ 4,074 |
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 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Numerator: | |||||||
Net loss attributable to the Company | $ (8,331) | $ (12,787) | $ (31,222) | $ (39,966) | $ (24,453) | $ (35,201) | $ (23,443) |
Less cumulative earnings to preferred shareholder | (22,822) | (26,900) | (21,647) | ||||
Add premium on preferred conversion to common shares | 4,074 | ||||||
Net loss attributable to common shareholders | $ (43,201) | $ (62,101) | $ (45,090) | ||||
Weighted average common shares and warrants outstanding | |||||||
Basic (in number) | 32,098,715 | 31,647,131 | 31,799,313 | 31,651,295 | 41,933,050 | 31,650,173 | 31,169,435 |
Diluted (in number) | 32,098,715 | 31,647,131 | 31,799,313 | 31,651,295 | 41,933,050 | 31,650,173 | 31,169,435 |
Net loss per unit attributable to common stockholder | |||||||
Basic | $ (0.26) | $ (0.40) | $ (0.98) | $ (1.26) | $ (1.03) | $ (1.96) | $ (1.45) |
Diluted | $ (0.26) | $ (0.40) | $ (0.98) | $ (1.26) | $ (1.03) | $ (1.96) | $ (1.45) |
Net Loss Per Share - Summary _2
Net Loss Per Share - Summary Of Diluted Shares Outstanding (Detail) - shares | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive Securities Excluded from Computation of EPS | 9,600,031 | ||
Series C Convertible Preferred Stock [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive Securities Excluded from Computation of EPS | 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 | 432,500 | 432,500 | 399,151 |
Related Party Transactions - Su
Related Party Transactions - Summary of Related Party Transactions Outstanding (Detail) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Related Party Transaction [Line Items] | ||
Due to related parties | $ 0 | $ 1,615 |
Interfusion B.V. [Member] | Related Party Loans [Member] | ||
Related Party Transaction [Line Items] | ||
Due to related parties | 0 | 985 |
T-Fone B.V. [Member] | Related Party Loans [Member] | ||
Related Party Transaction [Line Items] | ||
Due to related parties | $ 0 | $ 630 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Detail) - USD ($) | Sep. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Related Party Transaction [Line Items] | ||||
Repayment of related party debt | $ 1,538,000 | |||
Aggregated related party transactions | $ 200,000 | $ 200,000 | $ 300,000 | |
Related party transaction, Interest, Accrual term | quarterly | |||
Related party transaction, Rate | 2.50% | |||
Related Party Loans [Member] | ||||
Related Party Transaction [Line Items] | ||||
Accrued interest, Related Party | $ 30 | $ 40 | ||
Interfusion B V andT FoneB V [Member] | ||||
Related Party Transaction [Line Items] | ||||
Repayment of related party debt | $ 1,600,000 | 1,600,000 | ||
Interfusion B V andT FoneB V [Member] | Related Party Loans [Member] | ||||
Related Party Transaction [Line Items] | ||||
Repayment of related party debt | $ 1,600,000 |
Subsequent Events - Schedule of
Subsequent Events - Schedule of Preliminary Allocation Of The Consideration Paid For The Acquired Companies (Detail) - USD ($) $ in Thousands | Feb. 16, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Liabilities [Abstract] | ||||
Goodwill (excess of consideration transferred over net identifiable assets acquired) | $ 381,962 | $ 382,749 | $ 382,247 | |
Subsequent Event [Member] | ||||
Subsequent Event [Line Items] | ||||
Cash, net of cash acquired and working capital and other adjustments | $ 47,336 | |||
Fair value of KORE common stock issued to sellers ([4,212,246] shares) | 23,294 | |||
Total consideration | 70,630 | |||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Assets [Abstract] | ||||
Cash | 1,996 | |||
Accounts receivable | 3,115 | |||
Inventories | 1,323 | |||
Prepaid expenses and other receivables | 821 | |||
Property and equipment | 201 | |||
Identifiable intangible assets | 30,060 | |||
Total Assets acquired | 37,516 | |||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Liabilities [Abstract] | ||||
Deferred tax liabilities | 7,611 | |||
Accounts payable and accrued liabilities | 2,607 | |||
Net identifiable assets acquired | 27,298 | |||
Goodwill (excess of consideration transferred over net identifiable assets acquired) | 43,332 | |||
Liabilities assumed | $ 10,218 |
Subsequent Events - Schedule _2
Subsequent Events - Schedule of Preliminary Allocation Of The Consideration Paid For The Acquired Companies (Parenthetical) (Detail) - lntegron LLC [Member] - shares | Feb. 16, 2022 | Nov. 22, 2019 |
Subsequent Event [Line Items] | ||
Stock Issued During Period, Shares, Acquisitions | 573,016 | |
Subsequent Event [Member] | ||
Subsequent Event [Line Items] | ||
Stock Issued During Period, Shares, Acquisitions | 4,212,246 |
Subsequent Events - Additional
Subsequent Events - Additional Information (Detail) - USD ($) $ in Millions | Jan. 04, 2022 | Feb. 16, 2022 | Dec. 31, 2021 |
Subsequent Event [Line Items] | |||
Business acquisition, transaction costs | $ 1.7 | $ 24.2 | |
Subsequent Event [Member] | Acquired Companies [Member] | |||
Subsequent Event [Line Items] | |||
Percentage of acquired ownership | 100.00% | ||
Subsequent Event [Member] | Restricted Stock Units (RSUs) [Member] | Service Condition [Member] | |||
Subsequent Event [Line Items] | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested in Period, Fair Value | $ 21.7 | ||
Stock Issued During Period, Value, Restricted Stock Award, Gross | 3.1 | ||
Subsequent Event [Member] | Restricted Stock Units (RSUs) [Member] | Service and Performance Conditions [Member] | |||
Subsequent Event [Line Items] | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested in Period, Fair Value | 11.6 | ||
Stock Issued During Period, Value, Restricted Stock Award, Gross | 0.8 | ||
Subsequent Event [Member] | Restricted Stock Units (RSUs) [Member] | Performance Conditions [Member] | |||
Subsequent Event [Line Items] | |||
Stock Issued During Period, Value, Restricted Stock Award, Gross | $ 0.8 |
Schedule I - Parent Company F_3
Schedule I - Parent Company Financial Information - Summary of Condensed Balance Sheet (Detail) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Non-current assets | |||
Total assets | $ 759,602 | $ 700,019 | |
Long-term liabilities | |||
Warrant liability | 286 | 15,944 | |
Total liabilities | 487,459 | 415,908 | |
Temporary equity | |||
Total temporary equity | 263,895 | ||
Stockholders' equity | |||
Common Stock, Value | 7 | 3 | |
Additional paid-in capital | 413,646 | 135,616 | |
Accumulated other comprehensive loss | (3,331) | (1,677) | |
Accumulated deficit | (138,179) | (113,726) | |
Total stockholders' equity | 272,143 | 20,216 | $ 79,240 |
Total liabilities, temporary equity and stockholders' equity | 759,602 | 700,019 | |
Series A Preferred Stock [Member] | |||
Temporary equity | |||
Total temporary equity | 77,562 | ||
Series A1 Preferred Stock [Member] | |||
Temporary equity | |||
Total temporary equity | 78,621 | ||
Series B Preferred Stock [Member] | |||
Temporary equity | |||
Total temporary equity | 90,910 | ||
Series C Preferred Stock [Member] | |||
Temporary equity | |||
Total temporary equity | 16,802 | ||
Parent Company [Member] | |||
Non-current assets | |||
Investment in subsidiaries | 261,012 | 300,055 | |
Total non-current assets | 261,012 | 300,055 | |
Total assets | 261,012 | 300,055 | |
Long-term liabilities | |||
Warrant liability | 286 | 15,944 | |
Total liabilities | 286 | 15,944 | |
Temporary equity | |||
Total temporary equity | 0 | 263,895 | |
Stockholders' equity | |||
Common Stock, Value | 7 | 3 | |
Additional paid-in capital | 401,688 | 135,616 | |
Accumulated other comprehensive loss | (3,331) | (1,677) | |
Accumulated deficit | (137,638) | (113,726) | |
Total stockholders' equity | 260,726 | 20,216 | |
Total liabilities, temporary equity and stockholders' equity | 261,012 | 300,055 | |
Parent Company [Member] | Series A Preferred Stock [Member] | |||
Temporary equity | |||
Total temporary equity | 0 | 77,562 | |
Parent Company [Member] | Series A1 Preferred Stock [Member] | |||
Temporary equity | |||
Total temporary equity | 0 | 78,621 | |
Parent Company [Member] | Series B Preferred Stock [Member] | |||
Temporary equity | |||
Total temporary equity | 0 | 90,910 | |
Parent Company [Member] | Series C Preferred Stock [Member] | |||
Temporary equity | |||
Total temporary equity | $ 0 | $ 16,802 |
Schedule I - Parent Company F_4
Schedule I - Parent Company Financial Information - Summary of Condensed Balance Sheets (Parenthetical) (Detail) - $ / shares | Dec. 31, 2021 | Sep. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Common stock par or stated value per share | $ 0.0001 | $ 0.0001 | ||
Common stock shares authorized | 315,000,000 | 55,659,643 | ||
Common stock shares issued | 72,027,743 | 30,281,520 | ||
Common stock shares outstanding | 72,027,743 | 30,281,520 | ||
Series A Preferred Stock [Member] | ||||
Temporary Equity, Par or Stated Value Per Share | $ 1,000 | $ 1,000 | ||
Temporary Equity, Shares Authorized | 0 | 7,765,229 | ||
Temporary Equity, Shares Issued | 0 | 7,756,158 | ||
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 | ||
Temporary Equity, Shares Authorized | 0 | 10,480,538 | ||
Temporary Equity, Shares Issued | 0 | 7,862,107 | ||
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 | ||
Temporary Equity, Shares Authorized | 0 | 9,090,975 | ||
Temporary Equity, Shares Issued | 0 | 9,090,975 | ||
Temporary Equity, Shares Outstanding | 0 | 9,090,975 | 8,233,774 | |
Series C Convertible Preferred Stock [Member] | ||||
Temporary Equity, Shares Authorized | 0 | |||
Temporary Equity, Shares Issued | 0 | |||
Temporary Equity, Shares Outstanding | 0 | |||
Parent Company [Member] | ||||
Common stock par or stated value per share | $ 0.0001 | $ 0.0001 | ||
Common stock shares authorized | 315,000,000 | 55,659,643 | ||
Common stock shares issued | 72,027,743 | 30,281,520 | ||
Common stock shares outstanding | 72,027,743 | 30,281,520 | ||
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 | |||
Temporary Equity, Shares Issued | 7,756,158 | |||
Temporary Equity, Shares Outstanding | 7,756,158 | |||
Parent Company [Member] | Series A1 Preferred Stock [Member] | ||||
Temporary Equity, Par or Stated Value Per Share | 1,000 | $ 1,000 | ||
Temporary Equity, Shares Authorized | 10,480,538 | |||
Temporary Equity, Shares Issued | 7,862,107 | |||
Temporary Equity, Shares Outstanding | 7,862,107 | |||
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 | |||
Temporary Equity, Shares Issued | 9,090,975 | |||
Temporary Equity, Shares Outstanding | 9,090,975 | |||
Parent Company [Member] | Series C Convertible Preferred Stock [Member] | ||||
Temporary Equity, Par or Stated Value Per Share | $ 1,000 | $ 1,000 | ||
Temporary Equity, Shares Authorized | 6,872,894 | |||
Temporary Equity, Shares Issued | 2,566,186 | |||
Temporary Equity, Shares Outstanding | 2,566,186 |
Schedule I - Parent Company F_5
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 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Condensed Income Statements, Captions [Line Items] | |||||||
Change in fair value of warrant liability | $ (5,267) | $ 7,485 | $ (235) | ||||
Loss before income taxes | (34,147) | (40,519) | (36,384) | ||||
Net loss | $ (8,331) | $ (12,787) | $ (31,222) | $ (39,966) | (24,453) | (35,201) | (23,443) |
Other comprehensive loss: | |||||||
Comprehensive loss | (26,107) | (33,085) | (22,926) | ||||
Parent Company [Member] | |||||||
Condensed Income Statements, Captions [Line Items] | |||||||
Equity in net loss of unconsolidated subsidiaries | (29,177) | (27,716) | (23,678) | ||||
Change in fair value of warrant liability | (5,267) | 7,485 | (235) | ||||
Loss before income taxes | (23,910) | (35,201) | (23,443) | ||||
Net loss | (23,910) | (35,201) | (23,443) | ||||
Other comprehensive loss: | |||||||
Foreign currency translation adjustment | (1,654) | 2,116 | 517 | ||||
Comprehensive loss | $ (25,564) | $ (33,085) | $ (22,926) |
Schedule I - Parent Company F_6
Schedule I - Parent Company Financial Information - Summary Of Condensed Statements Of Cash Flows (Detail) - USD ($) $ in Thousands | Sep. 30, 2021 | Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Cash flows from operating activities | ||||||||
Net loss | $ (8,331) | $ (12,787) | $ (31,222) | $ (39,966) | $ (24,453) | $ (35,201) | $ (23,443) | |
Adjustments to reconcile net loss to net cash provided by operating activities | ||||||||
Change in fair value of warrant liability | (5,267) | 7,485 | (235) | |||||
Cash provided by investing activities | (14,758) | 26,471 | 14,253 | |||||
Cash flows from investing activities | ||||||||
Net cash used in investing activities | (13,419) | (11,603) | (50,370) | |||||
Cash flows from financing activities | ||||||||
Repurchase of common stock | (200) | (80) | ||||||
Issuance of common stock, net of transaction costs | $ 63,200 | |||||||
Settlements of preferred shares | (229,915) | |||||||
Cash used in financing activities | 104,053 | (12,718) | 36,998 | |||||
Effect of exchange rate change on cash and cash equivalents | (226) | (149) | (162) | |||||
Change in Cash and Cash Equivalents and Restricted Cash | 75,650 | 2,001 | 719 | |||||
Cash and Cash Equivalents and Restricted Cash, beginning of period | 10,693 | 8,692 | 10,693 | 8,692 | 7,973 | |||
Cash and Cash Equivalents and Restricted Cash, end of period | 86,343 | 10,693 | 8,692 | |||||
Non-cash investing and financing activities: | ||||||||
Equity issued for acquisition of Integron, LLC | 56,502 | 7,000 | ||||||
Parent Company [Member] | ||||||||
Cash flows from operating activities | ||||||||
Net loss | (23,910) | (35,201) | (23,443) | |||||
Adjustments to reconcile net loss to net cash provided by operating activities | ||||||||
Equity in net loss of unconsolidated subsidiaries | 29,177 | 27,716 | 23,678 | |||||
Change in fair value of warrant liability | (5,267) | 7,485 | (235) | |||||
Cash provided by investing activities | 0 | 0 | 0 | |||||
Cash flows from investing activities | ||||||||
Distribution from subsidiary | 5,947 | 200 | 80 | |||||
Net cash used in investing activities | 5,947 | 200 | 80 | |||||
Cash flows from financing activities | ||||||||
Repurchase of common stock | 0 | (200) | (80) | |||||
Issuance of common stock, net of transaction costs | 223,968 | |||||||
Settlements of preferred shares | (229,915) | |||||||
Cash used in financing activities | (5,947) | (200) | (80) | |||||
Effect of exchange rate change on cash and cash equivalents | 0 | 0 | 0 | |||||
Change in Cash and Cash Equivalents and Restricted Cash | 0 | 0 | 0 | |||||
Cash and Cash Equivalents and Restricted Cash, beginning of period | $ 0 | $ 0 | 0 | 0 | 0 | |||
Cash and Cash Equivalents and Restricted Cash, end of period | 0 | 0 | 0 | |||||
Non-cash investing and financing activities: | ||||||||
Equity issued for acquisition of Integron, LLC | 0 | 0 | 7,000 | |||||
Share-based payment awards issued to employees of subsidiaries | $ 1,839 | $ 1,161 | $ 1,682 |
Schedule I - Parent Company F_7
Schedule I - Parent Company Financial Information - Additional Information (Detail) | Dec. 31, 2021 | Sep. 30, 2021 |
Restricted Investments, Percent of Net Assets | 25.00% | |
Percentage of voting rights held by equity holders pre combination | 54.00% | |
Cerberus Telecom Acquisition Corp [Member] | Merger Agreement [Member] | Sponsor [Member] | ||
Equity method investment ownership percentage | 100.00% | |
Parent Company [Member] | ||
Restricted Investments, Percent of Net Assets | 25.00% |