Cover Page
Cover Page - shares | 3 Months Ended | |
Mar. 31, 2022 | May 11, 2022 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Mar. 31, 2022 | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2022 | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Current Fiscal Year End Date | --12-31 | |
Entity Registrant Name | KORE Group Holdings, Inc. | |
Entity Central Index Key | 0001855457 | |
Entity File Number | 001-40856 | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 86-3078783 | |
Entity Address, Address Line One | 3 Ravinia Drive NE | |
Entity Address, Address Line Two | Suite 500 | |
Entity Address, City or Town | Atlanta | |
Entity Address, State or Province | GA | |
Entity Address, Postal Zip Code | 30346 | |
City Area Code | 877 | |
Local Phone Number | 710-5673 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 76,239,989 | |
Common Stock [Member] | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Common stock, $0.0001 par value per share | |
Trading Symbol | KORE | |
Security Exchange Name | NYSE | |
Warrant | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Warrants to purchase common stock | |
Trading Symbol | KORE WS | |
Security Exchange Name | NYSE |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Current assets: | ||
Cash and cash equivalents | $ 31,914 | $ 85,976 |
Accounts receivable, net of allowances for credits and doubtful accounts of $2,417 and $1,800, at March 31, 2022 and December 31, 2021, respectively | 57,073 | 51,304 |
Inventories, net | 12,069 | 15,470 |
Income taxes receivable | 1,239 | 954 |
Prepaid expenses and other receivables | 7,661 | 7,448 |
Total current assets | 109,956 | 161,152 |
Non-current assets | ||
Restricted cash | 370 | 367 |
Property and equipment, net | 12,167 | 12,240 |
Intangibles assets, net | 222,759 | 203,474 |
Goodwill | 426,700 | 381,962 |
Operating lease right-of-use assets | 9,050 | 0 |
Other long-term assets | 401 | 407 |
Total assets | 781,403 | 759,602 |
Current liabilities | ||
Accounts payable | 19,901 | 16,004 |
Accrued liabilities | 11,424 | 21,502 |
Current portion of operating lease liabilities | 2,027 | 0 |
Income taxes payable | 959 | 467 |
Deferred revenue | 7,020 | 6,889 |
Current portion of long-term debt and other borrowings, net | 3,206 | 3,326 |
Total current liabilities | 44,537 | 48,188 |
Non-current liabilities | ||
Deferred tax liabilities | 36,443 | 36,722 |
Warrant liability | 259 | 286 |
Non-current portion of operating lease liabilities | 7,430 | 0 |
Long-term debt and other borrowings, net | 414,026 | 399,115 |
Other long-term liabilities | 3,624 | 3,148 |
Total liabilities | 506,319 | 487,459 |
Stockholders' equity | ||
Common stock, voting; par value $0.0001 per share; 315,000,000 shares authorized, 76,239,989 and 72,027,743 shares issued and outstanding at March 31, 2022, and December 31, 2021, respectively | 8 | 7 |
Additional paid-in capital | 427,378 | 413,646 |
Accumulated other comprehensive loss | (3,515) | (3,331) |
Accumulated deficit | (148,787) | (138,179) |
Total stockholders' equity | 275,084 | 272,143 |
Total liabilities and stockholders' equity | $ 781,403 | $ 759,602 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Allowances for credits and doubtful accounts | $ 2,417 | $ 1,800 |
Common stock par or stated value per share | $ 0.0001 | $ 0.0001 |
Common stock shares authorized | 315,000,000 | 315,000,000 |
Common stock shares issued | 76,239,989 | 72,027,743 |
Common stock shares outstanding | 76,239,989 | 72,027,743 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Revenue | ||
Revenue | $ 68,941 | $ 55,297 |
Cost of revenue | ||
Cost of revenue | 34,972 | 24,372 |
Operating expenses | ||
Selling, general and administrative | 27,628 | 17,521 |
Depreciation and amortization | 13,196 | 13,114 |
Total operating expenses | 40,824 | 30,635 |
Operating income (loss) | (6,855) | 290 |
Interest expense, including amortization of deferred financing costs, net | 6,624 | 5,059 |
Change in fair value of warrant liability | (27) | (2,424) |
Loss before income taxes | (13,452) | (2,345) |
Income tax expense (benefit) | ||
Current | 1,306 | 102 |
Deferred | (3,851) | (1,366) |
Total income tax benefit | (2,545) | (1,264) |
Net loss attributable to the Company | $ (10,907) | $ (1,081) |
Loss per share: | ||
Basic | $ (0.15) | $ (0.27) |
Diluted | $ (0.15) | $ (0.27) |
Weighted average number of shares outstanding: | ||
Basic | 74,040,261 | 31,647,131 |
Diluted | 74,040,261 | 31,647,131 |
Service | ||
Revenue | ||
Revenue | $ 47,506 | $ 45,062 |
Cost of revenue | ||
Cost of revenue | 17,529 | 16,211 |
Product | ||
Revenue | ||
Revenue | 21,435 | 10,235 |
Cost of revenue | ||
Cost of revenue | $ 17,443 | $ 8,161 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Comprehensive Loss - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Net loss | $ (10,907) | $ (1,081) |
Other comprehensive loss: | ||
Foreign currency translation adjustment | (184) | (900) |
Comprehensive loss | $ (11,091) | $ (1,981) |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Temporary Equity and Stockholders' (Deficit) Equity - USD ($) | Total | Cumulative Effect, Period of Adoption, Adjusted Balance [Member] | Cumulative Effect, Period of Adoption, Adjustment [Member] | 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]Reverse Capitalization [Member] | Common Stock [Member] | Common Stock [Member]Cumulative Effect, Period of Adoption, Adjusted Balance [Member] | Common Stock [Member]Previously Reported [Member] | Common Stock [Member]Reverse Capitalization [Member] | Additional Paid-in Capital [Member] | Additional Paid-in Capital [Member]Cumulative Effect, Period of Adoption, Adjusted Balance [Member] | Additional Paid-in Capital [Member]Cumulative Effect, Period of Adoption, Adjustment [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]Cumulative Effect, Period of Adoption, Adjusted Balance [Member] | Accumulated Other Comprehensive Loss [Member]Previously Reported [Member] | Accumulated Other Comprehensive Loss [Member]Reverse Capitalization [Member] | Accumulated Deficit [Member] | Accumulated Deficit [Member]Cumulative Effect, Period of Adoption, Adjusted Balance [Member] | Accumulated Deficit [Member]Cumulative Effect, Period of Adoption, Adjustment [Member] | Accumulated Deficit [Member]Previously Reported [Member] | Accumulated Deficit [Member]Reverse Capitalization [Member] |
Beginning balance at Dec. 31, 2019 | $ 20,216,000 | $ 2,000 | $ 135,617,000 | $ (1,677,000) | $ (113,726,000) | |||||||||||||||||||||||||||||||
Beginning balance, shares at Dec. 31, 2019 | 218 | |||||||||||||||||||||||||||||||||||
Conversion of stock | $ 1,000 | $ (1,000) | ||||||||||||||||||||||||||||||||||
Conversion of stock, shares | 30,064 | |||||||||||||||||||||||||||||||||||
Ending balance at Mar. 31, 2020 | $ 20,216,000 | $ 3,000 | $ 135,616,000 | $ (1,677,000) | $ (113,726,000) | |||||||||||||||||||||||||||||||
Ending balance, shares at Mar. 31, 2020 | 30,282 | |||||||||||||||||||||||||||||||||||
Temporary equity, beginning balance at Dec. 31, 2020 | $ 263,895,000 | $ 263,895,000 | $ 77,562,000 | $ 77,562,000 | $ 78,621,000 | $ 78,621,000 | $ 90,910,000 | $ 90,910,000 | $ 16,802,000 | $ 16,802,000 | ||||||||||||||||||||||||||
Temporary equity, beginning balance, shares at Dec. 31, 2020 | 43 | 7,756 | 60 | 7,862 | 57 | 9,091 | 17 | 2,566 | ||||||||||||||||||||||||||||
Conversion of stock, shares | 7,713 | 7,802 | 9,034 | 2,549 | ||||||||||||||||||||||||||||||||
Accrued dividends payable | $ (7,393,000) | $ 0 | $ 0 | (7,393,000) | ||||||||||||||||||||||||||||||||
Temporary equity of accrued dividends payable | 7,393,000 | $ 2,486,000 | $ 2,666,000 | $ 2,241,000 | ||||||||||||||||||||||||||||||||
Temporary equity of accrued dividends payable, shares | 249 | 267 | 224 | |||||||||||||||||||||||||||||||||
Foreign currency translation adjustment | (900,000) | $ (900,000) | ||||||||||||||||||||||||||||||||||
Stock-based compensation | 315,000 | 315,000 | ||||||||||||||||||||||||||||||||||
Net loss | (1,081,000) | $ (1,081,000) | ||||||||||||||||||||||||||||||||||
Temporary equity, ending balance at Mar. 31, 2021 | 271,288,000 | $ 80,048,000 | $ 81,287,000 | $ 93,151,000 | $ 16,802,000 | |||||||||||||||||||||||||||||||
Temporary equity, ending balance, shares at Mar. 31, 2021 | 8,005 | 8,129 | 9,315 | 2,566 | ||||||||||||||||||||||||||||||||
Ending balance at Mar. 31, 2021 | 11,157,000 | $ 3,000 | 128,538,000 | (2,577,000) | (114,807,000) | |||||||||||||||||||||||||||||||
Ending balance, shares at Mar. 31, 2021 | 30,282 | |||||||||||||||||||||||||||||||||||
Beginning balance at Dec. 31, 2021 | 272,143,000 | $ 7,000 | 413,646,000 | (3,331,000) | (138,179,000) | |||||||||||||||||||||||||||||||
Beginning balance (Accounting Standards Update 2020-06 [Member]) at Dec. 31, 2021 | $ 260,830,000 | $ (11,313,000) | $ 7,000 | $ 402,034,000 | $ (11,612,000) | $ (3,331,000) | $ (137,880,000) | $ 299,000 | ||||||||||||||||||||||||||||
Beginning balance, shares at Dec. 31, 2021 | 72,027,743 | |||||||||||||||||||||||||||||||||||
Beginning balance, shares (Accounting Standards Update 2020-06 [Member]) at Dec. 31, 2021 | 72,027,743 | |||||||||||||||||||||||||||||||||||
Foreign currency translation adjustment | (184,000) | (184,000) | ||||||||||||||||||||||||||||||||||
Stock-based compensation | 2,050,000 | 2,050,000 | ||||||||||||||||||||||||||||||||||
Common stock issued pursuant to acquisition | 23,295,000 | $ 1,000 | 23,294,000 | |||||||||||||||||||||||||||||||||
Common stock issued pursuant to acquisition, shares | 4,212,246 | |||||||||||||||||||||||||||||||||||
Net loss | (10,907,000) | (10,907,000) | ||||||||||||||||||||||||||||||||||
Ending balance at Mar. 31, 2022 | $ 275,084,000 | $ 8,000 | $ 427,378,000 | $ (3,515,000) | $ (148,787,000) | |||||||||||||||||||||||||||||||
Ending balance, shares at Mar. 31, 2022 | 76,239,989 |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Cash flows from operating activities | ||
Net loss | $ (10,907) | $ (1,081) |
Adjustments to reconcile net loss to net cash used in operating activities | ||
Depreciation and amortization | 13,196 | 13,114 |
Amortization of deferred financing costs | 587 | 524 |
Non-cash reduction to the operating lease right-of-use assets | 587 | 0 |
Deferred income taxes | (3,851) | (1,366) |
Non-cash foreign currency loss | (3) | (70) |
Share-based compensation | 2,050 | 315 |
Provision for doubtful accounts | 55 | (18) |
Change in fair value of warrant liability | (27) | (2,424) |
Change in operating assets and liabilities, net of operating assets and liabilities acquired: | ||
Accounts receivable | (2,580) | (1,855) |
Inventories | 4,714 | (878) |
Prepaid expenses and other receivables | 806 | (5,375) |
Accounts payable and accrued liabilities | (8,428) | (13,311) |
Deferred revenue | 132 | (81) |
Income taxes payable | 199 | 186 |
Operating lease liabilities | (510) | 0 |
Net cash used in operating activities | (3,980) | (12,320) |
Cash flows used in investing activities | ||
Additions to intangible assets | (2,790) | (2,302) |
Additions to property and equipment | (635) | (789) |
Payments for acquisitions, net of cash acquired | (45,078) | 0 |
Net cash used in investing activities | (48,503) | (3,091) |
Cash flows from financing activities | ||
Proceeds from revolving credit facility | 0 | 20,000 |
Repayment of term loan | (788) | (797) |
Repayment of other borrowings—notes payable | (118) | 0 |
Equity financing fees | (126) | (445) |
Payment of deferred financing costs | (452) | (79) |
Payment of financing lease obligations | (66) | 0 |
Payment of capital lease obligations | 0 | (388) |
Net cash provided by/(used in) financing activities | (1,550) | 18,291 |
Effect of Exchange Rate Change on Cash and Cash Equivalents | (26) | (67) |
Change in Cash and Cash Equivalents and Restricted Cash | (54,059) | 2,813 |
Cash and Cash Equivalents and Restricted Cash, beginning of period | 86,343 | 10,693 |
Cash and Cash Equivalents and Restricted Cash, end of period | 32,284 | 13,506 |
Supplemental cash flow information: | ||
Interest paid | 7,717 | 4,549 |
Taxes paid | 317 | |
Non-cash investing and financing activities: | ||
Fair value of KORE common stock issued pursuant to acquisitions | 23,295 | |
ASU 2020-06 Adoption | 15,163 | |
Operating lease right-of-use assets obtained in exchange for new operating lease liabilities upon the adoption of ASC 842 | 9,604 | |
Operating lease right-of-use assets obtained in exchange for new operating lease liabilities | $ 420 | |
Equity financing fees accrued | $ 1,590 |
Nature Of Operations
Nature Of Operations | 3 Months Ended |
Mar. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Nature Of Operations | NOTE 1 - NATURE OF OPERATIONS Business Combination KORE Group Holdings, Inc. and Subsidiaries (“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. On March 12, 2021, Maple Holdings Inc. (“Maple” or “pre-combination 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 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 combined Company was 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, approximately one pre-combination 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 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 condensed 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 | 3 Months Ended |
Mar. 31, 2022 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation and Principles of Consolidation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”) and applicable rules and regulation of the Securities and Exchange Commission (“SEC”) regarding interim financial reporting. Certain information and note disclosures normally included in the financial statements prepared in accordance with U.S. GAAP have been condensed or omitted pursuant to such rules and regulations. We use the same accounting policies in preparing quarterly and annual financial statements, unless noted otherwise below in “Changes to Significant Accounting Policies”. Certain accounting policies are repeated to ensure the condensed consolidated financial statements are not misleading. Therefore, these condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes included in the Company’s Annual Report on Form 10-K The condensed consolidated financial statements include the Company and its wholly-owned subsidiaries. All significant intercompany balances and transactions have been eliminated. In the opinion of management, the accompanying condensed consolidated financial statement reflect all normal recurring adjustments necessary to present fairly the financial position, results of operations, comprehensive loss, temporary equity and stockholders’ equity and cash flows for the interim periods but are not necessarily indicative of the results of operations to be anticipated for the full year 2022 or any future period. The Business Combination is accounted pre-combination Pre-combination • the pre-combination • the pre-combination • in pre-combination • the operations of 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 Use of Estimates The preparation of condensed 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 condensed 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 of expected cash flows used in evaluating long-lived assets for impairment, the calculation of capitalized software costs, accounting for uncertainties in income tax positions, and the value of securities underlying stock-based compensation. Although these estimates are based on management’s best knowledge of current events and actions that the Company may undertake in the future, actual results may be different from these estimates. COVID-19 During the period ended March 31, 2022, the novel coronavirus (“COVID-19”) COVID-19 COVID-19 Revenue Recognition The Company derives revenues primarily from IoT Connectivity and IoT Solutions. IoT Connectivity arrangements provide customers with secure and reliable wireless connectivity to mobile and fixed devices through various mobile network carriers. Revenue from IoT Connectivity consists of monthly recurring charges (“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 “bill-and-hold” bill-and-hold bill-and-hold bill-and-hold Deployment services consist of the Company preparing hardware owned by a customer for use by a 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 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 three-month period ended March 31, 2022, and March 31, 2021, respectively. The Company primarily has assurance-type warranties that do not result in separate performance obligations. The Company does not have material unfulfilled performance obligation balances for contracts with an original length greater than one year in any of the periods 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 periods presented. The Company • Exemption • 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 • Election • 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 Emerging Growth Company Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies are required to comply with the new or revised financial accounting standards. The Company qualifies as an “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. Stock-Based Compensation The Company has had several stock-based compensation plans, which are more fully described in “Note 10, Stock-Based Compensation”, to the consolidated financial statements. Stock-based compensation is generally recognized as an expense following straight-line attribution method over the requisite service period. The fair value of stock-based compensation is generally measured on the grant date based on the grant-date fair value of the awards. Recently Adopted Accounting Pronouncements The following Accounting Standard Updates (ASUs) were issued by Financial Accounting Standards Board (FASB) and have been recently adopted by KORE. ASU 2016-02, 2018-10, 2018-11, 2020-03 2020-05, In February 2016, the FASB issued ASU 2016-02, 2018-10, 2016-02, 2016-02. 2018-11, not-for-profits not-for-profits 2020-03, 2016-02. 2020-05, A modified retrospective transition approach is required, applying the new standard to all leases existing at the date of initial application. We early adopted the new standard on January 1, 2022, which is the date as of 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 ending before January 1, 2022. The cumulative after-tax (in ‘000 USD) At December 31, Adjustments Topic 842 At Operating lease right-of-use $ — $ 9,278 $ 9,278 Current operating lease liabilities — 2,121 2,121 Non-current — 7,483 7,483 Current portion of capital lease liabilities 191 (191 ) — Current portion of finance lease liabilities — 191 191 Non-current liabilities 264 (264 ) — Non-current liabilities — 264 264 Accrued liabilities 21,502 (326 ) 21,176 In addition to the increase to the operating lease liabilities and right-of-use right-of-use We elected the package of practical expedients permitted under the transition guidance within the new standard. Accordingly, we have adopted these practical expedients and did not reassess: (1) whether an expired or existing contract is a lease or contains an embedded lease; (2) lease classification of an expired or existing lease; (3) capitalization of initial direct costs for an expired or existing lease. We lease real estate, computer hardware and vehicles for use in our operations under both operating and finance leases. We assess whether an arrangement is a lease or contains a lease at inception. For arrangements considered leases or that contain a lease that is accounted for separately, we determine the classification and initial measurement of the right-of-use For both operating and finance leases, we recognize a right-of-use In those circumstances where the Company is the lessee, we have elected to account for non-lease Operating lease cost for operating leases is recognized on a straight-line basis over the term of the lease and is included in selling, general and administrative expense in our condensed consolidated statements of operations, based on the use of the facility on which rent is being paid. Operating leases with a term of 12 months or less are not recorded on the balance sheet; we recognize a rent expense for these leases on a straight-line basis over the lease term. We recognize the amortization of the right-of-use right-of-use See Note 5 for additional information related to leases, including disclosure required under Topic 842. 2019-12, In December 2019, the FASB issued Accounting Standards Update (“ASU”) 2019-12, 2019-12 2019-12 ASU 2018-15, In August 2018, the FASB issued ASU 2018-15, internal-use internal-use 350-40, Internal-Use ASU 2020-06, 470-20) 815-40) In August 2020, the FASB issued ASU 2020-06, 470-20) 815-40) 2020-06”) 2020-06 2020-06 if-converted 2020-06 We early adopted ASU 2020-06 The cumulative after-tax 2020-06 (in ‘000 USD) At December 31, Adjustments ASU 2020-06 At Long-term debt and other borrowings, net $ 399,115 $ 15,163 $ 414,278 Additional paid-in 413,646 (11,612 ) 402,034 Deferred tax 36,722 (3,847 ) 32,875 Retained earnings (138,179 ) 299 (137,880 ) ASU 2021-04, In May 2021, the FASB issued ASU 2021-04, 2021-04 2021-04 Recently Issued Accounting Pronouncements ASU 2016-13, In June 2016, the FASB issued ASU 2016-13, 2018-19, 2016-13. ASU 2020-04, In March 2020, the FASB issued ASU 2020-04, 2020-04 ASU 2020-03, In March 2020, the FASB issued ASU 2020-03, • 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, applies to nonfinancial items accounted for as derivatives under ASC 815, 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, the lease term determined in accordance with ASC 842, Leases, should be used as the contractual term. • 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, with the corresponding requirements for depository and lending institutions in ASC 942, 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 2020-03 |
Revenue Recognition
Revenue Recognition | 3 Months Ended |
Mar. 31, 2022 | |
Revenue from Contract with Customer [Abstract] | |
Revenue Recognition | NOTE 3 - REVENUE RECOGNITION Contract Balances Deferred revenue as of March 31, 2022 and December 31, 2021, was $7.0 million and $6.9 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. The deferred revenue balance as of December 31, 2021 was recognized as revenue during the three months ended March 30, 2022. Disaggregated Revenue Information In order to understand the composition of the Company’s revenues, the Company has presented the disaggregated disclosures below which are useful to understand the composition of the Company’s revenue during the respective reporting periods shown below: (in ‘000 USD) For the three months ended 2022 2021 Connectivity* $ 43,016 $ 40,591 Hardware Sales 19,012 7,796 Hardware Sales—bill-and-hold 2,422 2,439 Deployment services, professional services, and other 4,491 4,471 Total $ 68,941 $ 55,297 * Includes connectivity-related revenues from Connectivity services and IoT Solutions services Significant Customer The Company has one customer representing 17.8% and 15.2% of the Company’s total revenue for the three months ending March 31, 2022 and March 31, 2021, respectively. |
Reverse Recapitalization
Reverse Recapitalization | 3 Months Ended |
Mar. 31, 2022 | |
Reverse Recapitalization [Abstract] | |
Reverse Recapitalization | NOTE 4 - REVERSE RECAPITALIZATION On September 30, 2021, pre-combination shares of common stock. Refer to “Note 11 – Warrants on Common Stock” to the condensed consolidated financial statements. The Business Combination was accounted for as a reverse recapitalization in accordance with GAAP, see “Note 1 – Nature of Operations” to our condensed consolidated financial statements for further detail. 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, 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 $25.0 million. The Company also repaid the outstanding related party loans due to Interfusion B.V and T-Fone 7 3 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 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 % |
Right-of Use Assets and Lease L
Right-of Use Assets and Lease Liabilities | 3 Months Ended |
Mar. 31, 2022 | |
Lessee Disclosure [Abstract] | |
Right-of Use Assets and Lease Liabilities | NOTE 5 – RIGHT-OF We lease real estate, computer hardware and vehicles for use in our operations under both operating and finance leases. Our leases have remaining lease terms ranging from 1 year to 10 years, some of which include options to extend the term for up to 10 years, and some of which include options to terminate the leases. For the majority of leases entered into during the current period, we have concluded it is not reasonably certain that we would exercise the options to extend the lease or terminate the lease early Leasehold improvements are depreciated using the straight-line method over the shorter of the estimated useful life or the remaining term of the lease. Our leasehold improvements have lives ranging from 4 Operating lease cost for the three months ended March 31, 2022 and 2021 was (in 000’ USD) Classification in Three Months Operating lease cost Selling, general and $ 844 Finance lease cost Amortization of leased Depreciation and amortization 98 Interest on lease liabilities Interest expense 5 Total net lease cost $ 947 Supplemental disclosure for the balance sheet related to finance leases were as follows: (in 000’ USD) As of March 31, 2022 Assets Finance lease right-of-use assets included in property and equipment, net $ 386 Liabilities Current portion of finance lease liabilities $ 158 Non-current portion of finance lease liabilities 228 Total finance lease liabilities $ 386 The weighted-average remaining lease term and the weighted-average discount rate of our leases were At March 31, 2022 Weighted average remaining lease term (in years) Operating leases 6.4 Finance leases 2.5 Weighted average discount rate: Operating leases 7.1 % Finance leases 5.2 % The future minimum lease payments under operating and finance leases as of March 31, 2022 for the next five years are as follows: Operating Leases Finance (in ‘000 USD) Amount Amount From April 1, 2022 to December 31, 2022 $ 1,969 $ 130 2023 2,189 141 2024 1,476 118 2025 1,313 25 2026 1,041 — Thereafter 4,141 — Total minimum lease payments 12,129 414 Interest expense (2,672 ) (28 ) Total $ 9,457 $ 386 |
Acquisitions and Divestitures
Acquisitions and Divestitures | 3 Months Ended |
Mar. 31, 2022 | |
Disclosure of Acquisitions and Divestitures [Abstract] | |
Acquisitions and Divestitures | NOTE 6 –ACQUISITIONS AND DIVESTITURES BMP Business Combination On February 16, 2022, the Company acquired 100% of the outstanding share capital of Business Mobility Partners, Inc. and Simon IoT LLC 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. For the three months ended March 31, 2022, $1.4 million of transaction costs incurred were included in selling, general and administrative expenses in the Company’s condensed consolidated statements of operations. The following table summarizes the 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 certain working capital and income taxes, become available. Cash, (net of closing cash of $1,995) and working capital adjustments $ 45,078 Fair value of KORE common stock issued to sellers (4,212,246 shares) 23,295 Total consideration $ 68,373 Assets acquired: Accounts receivable 3,303 Inventories 1,323 Prepaid expenses and other receivables 976 Property and equipment 201 Intangible assets 28,664 Total Assets acquired 34,467 Liabilities assumed: Deferred tax liabilities 7,391 Accounts payable and accrued liabilities 3,562 Liabilities assumed 10,953 Net identifiable assets acquired 23,514 Goodwill (excess of consideration transferred over net identifiable assets acquired) $ 44,859 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 Company’s Goodwill changed for the three months ended March 31, 2022, due to goodwill generated from the acquisition of the Acquired Companies of $44,859 and 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. The financial results of the Acquired Companies are included in the Company’s condensed consolidated statements of operations from the date of acquisition. For the three months ended March 31, 2022, the amounts of revenue and net income Unaudited pro forma information Had the acquisition of the Acquired Companies been completed on January 1, 2021, net revenue would have been $ and $ million and the net loss would be approximately $ and $ million for the three months ended March , and , respectively. 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 , , 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, and the amortization of intangible assets. The pro forma net loss for the three months ended March 31, 2021 includes a non-recurring pro forma adjustment relating to the acquisition-related costs of $1.7 million. |
Short-Term And Long-Term Debt
Short-Term And Long-Term Debt | 3 Months Ended |
Mar. 31, 2022 | |
Debt Disclosure [Abstract] | |
Short-Term And Long-Term Debt | NOTE 7 - SHORT-TERM AND LONG-TERM DEBT 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. The term loan agreement limits cash dividends and other distributions from the Company’s subsidiaries to the Company and restricts the Company’s ability to pay cash dividends to its shareholders. 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 as of March 31, 2022 and December 31, 2021. 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 $305.0 and $305.8 million as of March 31, 2022 and December 31, 2021, 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 Company and the obligations of the guarantors under the Credit Facilities are secured by first priority pledges of and security interests in (i) substantially all of the existing and future equity interests of KORE Wireless Group Inc. and each of its subsidiaries organized in the U.S., as well as % 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 March 31, 2022, and December 31, 2021, no outstanding amounts were drawn on the 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 March 31, 2022 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 March 31, 2022, and December 31, 2021, the Company had €0 drawn on the Bank Overdraft Facility. Backstop Agreement On September 30, 2021, KORE Wireless Group Inc $ million in senior unsecured exchangeable notes due 2028 (the “Backstop Notes”) to affiliates of Fortress Credit Corp. (“Fortress”) pursuant to the terms of the backstop agreement (the “Backstop Agreement”), dated July 27, 2021, by an d . , , bearing interest at the rate of % per annum which is paid semi-annually, March 30 and September 30 of each year, beginning on March 30, 2022. The Notes are guaranteed by the Company and are exchangeable into common stock of the Company at $ per share (the “Base Exchange Rate”) at any time at the option of Fortress. At the Base Exchange Rate, the Notes are exchangeable into approximately million shares of common stock. As of March 31, 2022, the value of the approximately million shares underlying the Notes is less than the fair value of the 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 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. Prior to the implementation of ASU 2020-06, the 2020-06, the 2- 2020-06. 2020-06 The Backstop Agreement and the Exchangeable Notes Purchase Agreement each contain a customary six-month lock 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 as of March 31, 2022 and December 31, 2021. The table below outlines the principal balances and net carrying amounts outstanding of the Notes: Post ASU 2020-06 March 31, Pre ASU 2020-06 (in ‘000 USD) 2022 2021 Principal balances outstanding $ 120,000 $ 120,000 Net of unamortized debt issuance costs 2,744 2,458 Net of unamortized equity component costs — 15,517 Net carrying amount(1) $ 117,256 $ 102,025 (1) Due to the adoption of ASU 2020-06 2-Summary 2020-06. |
Income Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | NOTE 8 - INCOME TAXES The Company determines its estimated annual effective tax rate at the end of each interim period based on estimated pre-tax year-to-date pre-tax pre-tax year-to-date The Company’s effective income tax rate was 19.1% and 53.9% for the three months ended March 31, 2022, and 2021, respectively. The income tax benefit was $2.5 and $1.3 million for the three months ended March 31, 2022, and 2021, respectively. The effective income tax rate for the three months ended March 31, 2022, and 2021 differed from the federal statutory rate primarily due to the geographical mix of earnings and related foreign tax rate differential, permanent differences, research and development tax credits, and the valuation allowance maintained against certain deferred tax assets. |
Temporary Equity and Stockholde
Temporary Equity and Stockholders' Equity | 3 Months Ended |
Mar. 31, 2022 | |
Stockholders' Equity Note [Abstract] | |
Temporary Equity and Stockholders' Equity | NOTE 9 - 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 March 31, 2022. Prior to the Business Combination pre-combination Capital Stock As of March 31, 2022, 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 March 31, 2022, 76,239,989 shares of common stock and no shares of preferred stock were issued and outstanding. Pre-Combination Kore Series A Preferred Stock Prior to the Business Combination, the board of pre-combination KORE authorized up to Series A preferred shares. The shares were issued at a discount of %. Series A preferred shareholders were entitled to receive a cumulative preferred dividend at the rate of thirteen percent %) 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 $ million in cash. Pre-Combination Kore Series A-1 Preferred Stock Prior to the Business Combination, the board of pre-combination KORE authorized up to Series A-1 of Series A-1 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 one A-1 Pre-Combination Kore Series B Preferred Stock Prior to the Business Combination, the board of pre-combination KORE authorized up to Series B preferred shares. Series B preferred shareholders were entitled to receive a cumulative preferred dividend at the rate of ten percen 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 had the option to redeem the Series B Preferred shares for par value plus unpaid preferred dividends. Because the controlling shareholder was the majority holder of Series B preferred shares, the Company redemption option functioned 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 was 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 As a result of the Business Combination on September 30, 2021, all classes of the pre-combination KORE’s preferred shares were settled for cash or converted into common stock. As a result, A summary of the accumulated but unpaid preferred dividends for the Series A, Series A-1 (in ‘000 USD) Series A Series A-1 Series B Accumulated and unpaid, December 31, 2020 $ 34,812 $ 18,608 $ 33,910 Accumulated 2,486 2,666 2,241 Distributed — — — Accumulated and unpaid, March 31, 2021 $ 37,298 $ 21,274 $ 36,151 The redemption value of Series A, Series A-1 Pre-Combination Kore Series C Convertible Preferred Stock Prior to the Business Combination, the board of pre-combination KORE authorized up to Series C convertible preferred shares. Subordinate to the payment of dividends to Series A, Series A-1 and Series B preferred shareholders, the Series C shareholders were entitled to receive dividends equal to 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 was classified outside of permanent equity (i.e., temporary equity). Series C convertible preferred shares were convertible at any time, at the option of the holder, into common stock at a rate of 1 to 1 initially, subject to adjustments for dilution. Upon closing of the Business Combination, 16,802 shares of Series C Convertible Preferred Stock (pre-combination) |
Stock Based Compensation
Stock Based Compensation | 3 Months Ended |
Mar. 31, 2022 | |
Share-based Payment Arrangement [Abstract] | |
Stock Based Compensation | NOTE 1 0 Share-Based Compensation Plans We have granted stock options and restricted stock units (“RSUs”) to certain of our employees and directors pursuant to our stock incentive plans. Stock options have an exercise price equal to the fair market value of the shares on the date of grant and generally expire 10 years from the date of grant. An RSU is a contractual right to receive one share of our common stock in the future, and the fair value of the RSU is based on our share price on the grant date. The Company’s time-based one-quarter one-half non-employee We also grant performance-based performance-based We have also granted RSUs that vest based upon the price of our common stock, which is a market condition. The fair value of awards that contain a market-based Stock Options Pre-Combination Kore 2014 Equity Incentive Plan During 2020, pre-combination KORE granted awards to certain employees and pre-combination KORE board members. Under pre-combination KORE’s 2014 Equity Incentive Plan (the “2014 Plan”), the board of pre-combination KORE was authorized to grant stock options to eligible employees and directors of pre-combination KORE. The fair value of the options was expensed on a straight-line basis over the requisite service period, which is generally the vesting period. The Plan was terminated on September 30, 2021 in conjunction with the Business Combination. The following is a summary of the pre-combination KORE’s stock options as of March 31, 2021, and the stock option activity from December 31, 2020 through March 31, 2021: Number of Weighted Weighted Weighted Average Balance, December 31, 2020 432,500 $ 15.45 $ 141.53 7.7 Granted — — — — Exercised — — — — Forfeited — — — — Expired — — — — Balance, March 31, 2021 432,500 $ 15.45 $ 141.53 7.7 The following is a summary of the Company’s share-based compensation expense related to stock options during the reporting periods shown below : For the three months ended March 31, (in ‘000 USD) 2022 2021 Total Stock Compensation Expense $ — $ 315 Unrecognized Compensation Cost — 3,100 Weighted-average remaining recognition period (in years) — 2.4 Restricted Stock Units 2021 Long-Term Stock Incentive Plan On September 29, 2021, the board of directors (the “Board”) approved the KORE Group Holdings, Inc. 2021 Long-Term Stock Incentive Plan (the “2021 Plan”) to promote the interests of the Company and its stockholders by (i) attracting and retaining employees and directors of, and consultants to, the Company and its subsidiaries; (ii) motivating such individuals by means of performance-related incentives to achieve longer-range performance goals; and (iii) enabling such individuals to participate in the long-term growth and financial success of the Company. The 2021 Plan allows for the grant of share-based payment awards to employees, directors of the Board, and consultants to the Company. The 2021 Plan is administered by the Compensation Committee of the Board. 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 The following table summarizes RSU activity during the reporting periods shown below: (in 000’ USD, except shares) Number of Weighted- Aggregate Value (in Thousands) Unvested RSUs at December 31, 2021 — $ — — Granted 4,763 6.84 32,587 Vested — — — Forfeited and canceled (35 ) 6.97 (245 ) Unvested RSUs at March 31, 2022 4,728 $ $ 32,342 During the three months ended March 31, 2022 the Company granted The actual number of performance-based RSUs that could vest will range from 0% to 150% of the 1.2 million unvested RSUs granted, depending upon our level of achievement with respect to the performance goals. For certain executive officers the Company granted RSU grants, which vest based on the Company’s stock price, a market-based condition. These grants will vest in quantities ranging from approximately 26.6 – 89.9 thousand (up to 171.8 thousand in aggregate) upon the Company’s common stock attaining a closing price equal to or greater than $13, $15, or $18 per share over any 20 trading days within any 30 consecutive trading day period. The fair value of these RSUs is estimated through the use of a lattice model. Significant inputs used in our valuation of these RSUs included the following: Three months ended March 31, (in ‘000 USD) 2022 Expected volatility 57.1%-75.2% Risk-free interest rate 1.37%-2.09% The following is a summary of the Company’s share-based compensation expense related to RSUs during the reporting periods shown below : For the three months ended March 31, (in ‘000 USD) 2022 2021 Total Stock Compensation Expense $ 2,050 $ — Unrecognized Compensation Cost 30,292 — Weighted-average remaining recognition period (in years) 3.53 — |
Warrants on Common Stock
Warrants on Common Stock | 3 Months Ended |
Mar. 31, 2022 | |
Warrants and Rights Note Disclosure [Abstract] | |
Warrants on common stock | NOTE 1 1 Prior to the B C pre-combination Pre-Combination KORE Warrants Prior to the B C Pre-combination KORE evaluated the KORE 815-40, Derivatives 815-10 815-40 Initial Measurement Subsequent Measurement Public Warrants As part of CTAC’s initial public offering (the “CTAC IPO”) in 2020, CTAC issued warrants to third party investors, and each whole 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) The Company evaluated the Public Warrants for liability or equity classification in accordance with the provisions of ASC 480, Distinguishing Liabilities from Equity, and ASC 815-40, paid-in Initial and Subsequent Measurement—Public Warrants The Public Warrants were initially recorded 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 Private Placement Warrants As part of CTAC’s IPO in 2020, 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, 272,778 Private Placement Warrants remained outstanding as of March 31, 2022. The Private Placement Warrants and the common shares issuable upon exercise of the Private Placement Warrants w ere 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 subject to certain conditions when the price per common share equals The Company evaluated the Private Placement Warrants for liability or equity classification in accordance with the provisions of ASC 480, Distinguishing Liabilities from Equity, and ASC 815-40, 815-10 815-40 Initial Measurement—Private Placement Warrants The Private Placement Warrants were initially measured at fair value. As the transfer of Private Placement Warrants to anyone outside of a small group of individuals who are permitted transferees would result in the Private Placement Warrants having substantially the same terms as the Public Warrants, the Company determined that the fair value of each Private Placement Warrant is equivalent to that of each Public Warrant, with an insignificant adjustment for short-term marketability restrictions. As such, the Private Placement Warrants are classified as Level 2. As of March 31, 2022, the aggregate value of the Private Placement Warrants was $0.3 million based on the closing price of KORE.WS on that date of $0.95. Subsequent Measurement—Private Placement Warrants 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 change in fair value of the warrant liability for the periods ending March 31, 2022, and 2021, resulted in a gain of |
Net Loss Per Share
Net Loss Per Share | 3 Months Ended |
Mar. 31, 2022 | |
Earnings Per Share [Abstract] | |
Net Loss Per Share | NOTE 12—NET LOSS PER SHARE The Company follows the two-class two-class two-class A-1, d ed three months ended March 31, 2021, the Company did not incur premiums on conversion of pre-Combination Kore’s preferred shares into common shares. Refer to “Note 9—Temporary Equity and Stockholder’s Equity” to the condensed 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: For the three months ended March 31, (in 000’ USD, except share and per share amounts) 2022 2021 Numerator: Net loss attributable to the Company $ (10,907 ) $ (1,081 ) Less cumulative earnings to preferred shareholder — (7,393 ) Net loss attributable to common stockholders (10,907 ) (8,474 ) Denominator: Weighted average common shares and warrants outstanding Basic (in number) 74,040,261 31,647,131 Diluted (in number) 74,040,261 31,647,131 Net loss per unit attributable to common stockholder Basic $ (0.15 ) $ (0.27 ) Diluted $ (0.15 ) $ (0.27 ) The following securities were not included in the computation of diluted shares outstanding because the effect would be anti-dilutive: For the three months ended (Number of shares) March 31, 2022 2021 Series C Convertible Preferred Stock — 2,566,186 Stock Options — 432,500 Common stock issued under the Backstop Agreement 9,600,031 — Restricted stock grants with only service conditions 3,108,277 — |
Related Party Transactions
Related Party Transactions | 3 Months Ended |
Mar. 31, 2022 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | NOTE 1 3 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 $0.4 and $0.1 million for the three months ended March 31, 2022 and 2021, respectively. The amount was recorded under general and administrative expenses in the consolidated statements of operations. |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2022 | |
Subsequent Events [Abstract] | |
Subsequent Events | NOTE 1 4 The Company has completed an evaluation of all subsequent events through May 16, 2022 to ensure that these condensed consolidated financial statements include appropriate disclosure of events both recognized in the condensed consolidated financial statements and events which occurred but were not recognized in the condensed consolidated financial statements. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2022 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Principles of Consolidation | Basis of Presentation and Principles of Consolidation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”) and applicable rules and regulation of the Securities and Exchange Commission (“SEC”) regarding interim financial reporting. Certain information and note disclosures normally included in the financial statements prepared in accordance with U.S. GAAP have been condensed or omitted pursuant to such rules and regulations. We use the same accounting policies in preparing quarterly and annual financial statements, unless noted otherwise below in “Changes to Significant Accounting Policies”. Certain accounting policies are repeated to ensure the condensed consolidated financial statements are not misleading. Therefore, these condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes included in the Company’s Annual Report on Form 10-K The condensed consolidated financial statements include the Company and its wholly-owned subsidiaries. All significant intercompany balances and transactions have been eliminated. In the opinion of management, the accompanying condensed consolidated financial statement reflect all normal recurring adjustments necessary to present fairly the financial position, results of operations, comprehensive loss, temporary equity and stockholders’ equity and cash flows for the interim periods but are not necessarily indicative of the results of operations to be anticipated for the full year 2022 or any future period. The Business Combination is accounted pre-combination Pre-combination • the pre-combination • the pre-combination • in pre-combination • the operations of 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 |
Use of Estimates | Use of Estimates The preparation of condensed 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 condensed 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 of expected cash flows used in evaluating long-lived assets for impairment, the calculation of capitalized software costs, accounting for uncertainties in income tax positions, and the value of securities underlying stock-based compensation. Although these estimates are based on management’s best knowledge of current events and actions that the Company may undertake in the future, actual results may be different from these estimates. |
Covid-19 Impact | COVID-19 During the period ended March 31, 2022, the novel coronavirus (“COVID-19”) COVID-19 COVID-19 |
Revenue Recognition | Revenue Recognition The Company derives revenues primarily from IoT Connectivity and IoT Solutions. IoT Connectivity arrangements provide customers with secure and reliable wireless connectivity to mobile and fixed devices through various mobile network carriers. Revenue from IoT Connectivity consists of monthly recurring charges (“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 “bill-and-hold” bill-and-hold bill-and-hold bill-and-hold Deployment services consist of the Company preparing hardware owned by a customer for use by a 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 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 three-month period ended March 31, 2022, and March 31, 2021, respectively. The Company primarily has assurance-type warranties that do not result in separate performance obligations. The Company does not have material unfulfilled performance obligation balances for contracts with an original length greater than one year in any of the periods 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 periods presented. The Company • Exemption • 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 • Election • 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 |
Emerging Growth Company | Emerging Growth Company Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies are required to comply with the new or revised financial accounting standards. The Company qualifies as an “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. |
Stock-Based Compensation | Stock-Based Compensation The Company has had several stock-based compensation plans, which are more fully described in “Note 10, Stock-Based Compensation”, to the consolidated financial statements. Stock-based compensation is generally recognized as an expense following straight-line attribution method over the requisite service period. The fair value of stock-based compensation is generally measured on the grant date based on the grant-date fair value of the awards. |
Recently Adopted Accounting Pronouncements | Recently Adopted Accounting Pronouncements The following Accounting Standard Updates (ASUs) were issued by Financial Accounting Standards Board (FASB) and have been recently adopted by KORE. ASU 2016-02, 2018-10, 2018-11, 2020-03 2020-05, In February 2016, the FASB issued ASU 2016-02, 2018-10, 2016-02, 2016-02. 2018-11, not-for-profits not-for-profits 2020-03, 2016-02. 2020-05, A modified retrospective transition approach is required, applying the new standard to all leases existing at the date of initial application. We early adopted the new standard on January 1, 2022, which is the date as of 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 ending before January 1, 2022. The cumulative after-tax (in ‘000 USD) At December 31, Adjustments Topic 842 At Operating lease right-of-use $ — $ 9,278 $ 9,278 Current operating lease liabilities — 2,121 2,121 Non-current — 7,483 7,483 Current portion of capital lease liabilities 191 (191 ) — Current portion of finance lease liabilities — 191 191 Non-current liabilities 264 (264 ) — Non-current liabilities — 264 264 Accrued liabilities 21,502 (326 ) 21,176 In addition to the increase to the operating lease liabilities and right-of-use right-of-use We elected the package of practical expedients permitted under the transition guidance within the new standard. Accordingly, we have adopted these practical expedients and did not reassess: (1) whether an expired or existing contract is a lease or contains an embedded lease; (2) lease classification of an expired or existing lease; (3) capitalization of initial direct costs for an expired or existing lease. We lease real estate, computer hardware and vehicles for use in our operations under both operating and finance leases. We assess whether an arrangement is a lease or contains a lease at inception. For arrangements considered leases or that contain a lease that is accounted for separately, we determine the classification and initial measurement of the right-of-use For both operating and finance leases, we recognize a right-of-use In those circumstances where the Company is the lessee, we have elected to account for non-lease Operating lease cost for operating leases is recognized on a straight-line basis over the term of the lease and is included in selling, general and administrative expense in our condensed consolidated statements of operations, based on the use of the facility on which rent is being paid. Operating leases with a term of 12 months or less are not recorded on the balance sheet; we recognize a rent expense for these leases on a straight-line basis over the lease term. We recognize the amortization of the right-of-use right-of-use See Note 5 for additional information related to leases, including disclosure required under Topic 842. 2019-12, In December 2019, the FASB issued Accounting Standards Update (“ASU”) 2019-12, 2019-12 2019-12 ASU 2018-15, In August 2018, the FASB issued ASU 2018-15, internal-use internal-use 350-40, Internal-Use ASU 2020-06, 470-20) 815-40) In August 2020, the FASB issued ASU 2020-06, 470-20) 815-40) 2020-06”) 2020-06 2020-06 if-converted 2020-06 We early adopted ASU 2020-06 The cumulative after-tax 2020-06 (in ‘000 USD) At December 31, Adjustments ASU 2020-06 At Long-term debt and other borrowings, net $ 399,115 $ 15,163 $ 414,278 Additional paid-in 413,646 (11,612 ) 402,034 Deferred tax 36,722 (3,847 ) 32,875 Retained earnings (138,179 ) 299 (137,880 ) ASU 2021-04, In May 2021, the FASB issued ASU 2021-04, 2021-04 2021-04 Recently Issued Accounting Pronouncements ASU 2016-13, In June 2016, the FASB issued ASU 2016-13, 2018-19, 2016-13. ASU 2020-04, In March 2020, the FASB issued ASU 2020-04, 2020-04 ASU 2020-03, In March 2020, the FASB issued ASU 2020-03, • 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, applies to nonfinancial items accounted for as derivatives under ASC 815, 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, the lease term determined in accordance with ASC 842, Leases, should be used as the contractual term. • 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, with the corresponding requirements for depository and lending institutions in ASC 942, 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 2020-03 |
Summary Of Significant Accoun_3
Summary Of Significant Accounting Policies (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Accounting Standards Update 2016-02 [Member] | |
Summary of effect on Balance sheet due to adoption of Topic 842 | The cumulative after-tax (in ‘000 USD) At December 31, Adjustments Topic 842 At Operating lease right-of-use $ — $ 9,278 $ 9,278 Current operating lease liabilities — 2,121 2,121 Non-current — 7,483 7,483 Current portion of capital lease liabilities 191 (191 ) — Current portion of finance lease liabilities — 191 191 Non-current liabilities 264 (264 ) — Non-current liabilities — 264 264 Accrued liabilities 21,502 (326 ) 21,176 |
Accounting Standards Update 2020-06 [Member] | |
Summary of effect on Balance sheet due to adoption of Topic 842 | The cumulative after-tax 2020-06 (in ‘000 USD) At December 31, Adjustments ASU 2020-06 At Long-term debt and other borrowings, net $ 399,115 $ 15,163 $ 414,278 Additional paid-in 413,646 (11,612 ) 402,034 Deferred tax 36,722 (3,847 ) 32,875 Retained earnings (138,179 ) 299 (137,880 ) |
Revenue Recognition (Tables)
Revenue Recognition (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Revenue from Contract with Customer [Abstract] | |
Summary of Disaggregation Revenue | In order to understand the composition of the Company’s revenues, the Company has presented the disaggregated disclosures below which are useful to understand the composition of the Company’s revenue during the respective reporting periods shown below: (in ‘000 USD) For the three months ended 2022 2021 Connectivity* $ 43,016 $ 40,591 Hardware Sales 19,012 7,796 Hardware Sales—bill-and-hold 2,422 2,439 Deployment services, professional services, and other 4,491 4,471 Total $ 68,941 $ 55,297 * Includes connectivity-related revenues from Connectivity services and IoT Solutions services |
Reverse Recapitalization (Table
Reverse Recapitalization (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
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 % |
Right-of Use Assets and Lease_2
Right-of Use Assets and Lease Liabilities (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Lessee Disclosure [Abstract] | |
Summary of Lease, Cost | Operating lease cost for the three months ended March 31, 2022 and 2021 was (in 000’ USD) Classification in Three Months Operating lease cost Selling, general and $ 844 Finance lease cost Amortization of leased Depreciation and amortization 98 Interest on lease liabilities Interest expense 5 Total net lease cost $ 947 |
Summary of Supplemental Disclosure for the Balance Sheet Related to Finance Leases | Supplemental disclosure for the balance sheet related to finance leases were as follows: (in 000’ USD) As of March 31, 2022 Assets Finance lease right-of-use assets included in property and equipment, net $ 386 Liabilities Current portion of finance lease liabilities $ 158 Non-current portion of finance lease liabilities 228 Total finance lease liabilities $ 386 |
Summary of Other Information about Operating and Finance Lease | The weighted-average remaining lease term and the weighted-average discount rate of our leases were At March 31, 2022 Weighted average remaining lease term (in years) Operating leases 6.4 Finance leases 2.5 Weighted average discount rate: Operating leases 7.1 % Finance leases 5.2 % |
Summary of Operating and Finance Liability Maturity | The future minimum lease payments under operating and finance leases as of March 31, 2022 for the next five years are as follows: Operating Leases Finance (in ‘000 USD) Amount Amount From April 1, 2022 to December 31, 2022 $ 1,969 $ 130 2023 2,189 141 2024 1,476 118 2025 1,313 25 2026 1,041 — Thereafter 4,141 — Total minimum lease payments 12,129 414 Interest expense (2,672 ) (28 ) Total $ 9,457 $ 386 |
Acquisitions and Divestitures (
Acquisitions and Divestitures (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Disclosure of Acquisitions and Divestitures [Abstract] | |
Schedule of Allocation Of The Consideration Paid For The Acquired Companies [Table Text Block] | The following table summarizes the 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 certain working capital and income taxes, become available. Cash, (net of closing cash of $1,995) and working capital adjustments $ 45,078 Fair value of KORE common stock issued to sellers (4,212,246 shares) 23,295 Total consideration $ 68,373 Assets acquired: Accounts receivable 3,303 Inventories 1,323 Prepaid expenses and other receivables 976 Property and equipment 201 Intangible assets 28,664 Total Assets acquired 34,467 Liabilities assumed: Deferred tax liabilities 7,391 Accounts payable and accrued liabilities 3,562 Liabilities assumed 10,953 Net identifiable assets acquired 23,514 Goodwill (excess of consideration transferred over net identifiable assets acquired) $ 44,859 |
Short-Term And Long-Term Debt (
Short-Term And Long-Term Debt (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Debt Disclosure [Abstract] | |
Summary Of Carrying Values And Estimated Fair Values Of Debt Instruments | The table below outlines the principal balances and net carrying amounts outstanding of the Notes: Post ASU 2020-06 March 31, Pre ASU 2020-06 (in ‘000 USD) 2022 2021 Principal balances outstanding $ 120,000 $ 120,000 Net of unamortized debt issuance costs 2,744 2,458 Net of unamortized equity component costs — 15,517 Net carrying amount(1) $ 117,256 $ 102,025 (1) Due to the adoption of ASU 2020-06 2-Summary 2020-06. |
Temporary Equity and Stockhol_2
Temporary Equity and Stockholders' Equity (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Stockholders' Equity Note [Abstract] | |
Summary of Accumulated but Unpaid Preferred Dividends | A summary of the accumulated but unpaid preferred dividends for the Series A, Series A-1 (in ‘000 USD) Series A Series A-1 Series B Accumulated and unpaid, December 31, 2020 $ 34,812 $ 18,608 $ 33,910 Accumulated 2,486 2,666 2,241 Distributed — — — Accumulated and unpaid, March 31, 2021 $ 37,298 $ 21,274 $ 36,151 |
Stock Based Compensation (Table
Stock Based Compensation (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Summary of Significant Inputs Used in Valuation of RSU | The fair value of these RSUs is estimated through the use of a lattice model. Significant inputs used in our valuation of these RSUs included the following: Three months ended March 31, (in ‘000 USD) 2022 Expected volatility 57.1%-75.2% Risk-free interest rate 1.37%-2.09% |
Summary of Company's Stock Options | The following is a summary of the pre-combination KORE’s stock options as of March 31, 2021, and the stock option activity from December 31, 2020 through March 31, 2021: Number of Weighted Weighted Weighted Average Balance, December 31, 2020 432,500 $ 15.45 $ 141.53 7.7 Granted — — — — Exercised — — — — Forfeited — — — — Expired — — — — Balance, March 31, 2021 432,500 $ 15.45 $ 141.53 7.7 |
Summary Of Share-based Payment Arrangement, Restricted Stock Unit, Activity | The following table summarizes RSU activity during the reporting periods shown below: (in 000’ USD, except shares) Number of Weighted- Aggregate Value (in Thousands) Unvested RSUs at December 31, 2021 — $ — — Granted 4,763 6.84 32,587 Vested — — — Forfeited and canceled (35 ) 6.97 (245 ) Unvested RSUs at March 31, 2022 4,728 $ $ 32,342 |
Equity Option [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Summary of Share-based Compensation Expense | The following is a summary of the Company’s share-based compensation expense related to stock options during the reporting periods shown below : For the three months ended March 31, (in ‘000 USD) 2022 2021 Total Stock Compensation Expense $ — $ 315 Unrecognized Compensation Cost — 3,100 Weighted-average remaining recognition period (in years) — 2.4 |
Restricted Stock Units (RSUs) [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Summary of Share-based Compensation Expense | The following is a summary of the Company’s share-based compensation expense related to RSUs during the reporting periods shown below : For the three months ended March 31, (in ‘000 USD) 2022 2021 Total Stock Compensation Expense $ 2,050 $ — Unrecognized Compensation Cost 30,292 — Weighted-average remaining recognition period (in years) 3.53 — |
Net Loss Per Share (Tables)
Net Loss Per Share (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
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: For the three months ended March 31, (in 000’ USD, except share and per share amounts) 2022 2021 Numerator: Net loss attributable to the Company $ (10,907 ) $ (1,081 ) Less cumulative earnings to preferred shareholder — (7,393 ) Net loss attributable to common stockholders (10,907 ) (8,474 ) Denominator: Weighted average common shares and warrants outstanding Basic (in number) 74,040,261 31,647,131 Diluted (in number) 74,040,261 31,647,131 Net loss per unit attributable to common stockholder Basic $ (0.15 ) $ (0.27 ) Diluted $ (0.15 ) $ (0.27 ) |
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 three months ended (Number of shares) March 31, 2022 2021 Series C Convertible Preferred Stock — 2,566,186 Stock Options — 432,500 Common stock issued under the Backstop Agreement 9,600,031 — Restricted stock grants with only service conditions 3,108,277 — |
Nature Of Operations- Additiona
Nature Of Operations- Additional Information (Detail) - $ / shares | Mar. 31, 2022 | Sep. 30, 2021 |
Shares issued, price per share | $ 139.15 | |
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) | 3 Months Ended |
Mar. 31, 2022 | |
Percentage of voting rights held by equity holders pre combination | 54.00% |
Restricted Investments maturity period | 90 days |
Summary Of Significant Accoun_5
Summary Of Significant Accounting Policies - Summary of Effect on Balance Sheet Due to Adoption of Topic 842 (Detail) - USD ($) $ in Thousands | Mar. 31, 2022 | Jan. 01, 2022 | Dec. 31, 2021 |
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||
Operating lease right-of-use assets | $ 9,050 | $ 9,278 | $ 0 |
Current operating lease liabilities | 2,027 | 2,121 | 0 |
Non-current operating lease liabilities | 7,430 | 7,483 | 0 |
Current portion of capital lease liabilities | 0 | 191 | |
Current portion of finance lease liabilities | 158 | 191 | 0 |
Non-current portion of capital lease liabilities | 0 | 264 | |
Non-current portion of finance lease liabilities | 228 | 264 | 0 |
Accrued liabilities | $ 11,424 | 21,176 | $ 21,502 |
Accounting Standards Update 2016-02 [Member] | |||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||
Operating lease right-of-use assets | 9,278 | ||
Current operating lease liabilities | 2,121 | ||
Non-current operating lease liabilities | 7,483 | ||
Current portion of capital lease liabilities | (191) | ||
Current portion of finance lease liabilities | 191 | ||
Non-current portion of capital lease liabilities | (264) | ||
Non-current portion of finance lease liabilities | 264 | ||
Accrued liabilities | $ (326) |
Summary Of Significant Accoun_6
Summary Of Significant Accounting Policies - Summary of Effect on Balance Sheet Due to Adoption of Adoption of ASU 2020-06 (Detail) - USD ($) $ in Thousands | Mar. 31, 2022 | Jan. 01, 2022 | Dec. 31, 2021 |
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||
Long-term debt and other borrowings, net | $ 414,026 | $ 414,278 | $ 399,115 |
Additional paid-in capital | 427,378 | 402,034 | 413,646 |
Deferred tax | 36,443 | 32,875 | 36,722 |
Retained earnings | $ (148,787) | (137,880) | $ (138,179) |
Accounting Standards Update 2020-06 [Member] | |||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||
Long-term debt and other borrowings, net | 15,163 | ||
Additional paid-in capital | (11,612) | ||
Deferred tax | (3,847) | ||
Retained earnings | $ 299 |
Revenue Recognition - Summary o
Revenue Recognition - Summary of Disaggregation Revenue (Detail) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Disaggregation of Revenue [Line Items] | ||
Total | $ 68,941 | $ 55,297 |
Connectivity | ||
Disaggregation of Revenue [Line Items] | ||
Total | 43,016 | 40,591 |
Hardware Sales | ||
Disaggregation of Revenue [Line Items] | ||
Total | 19,012 | 7,796 |
Hardware Sales—bill-and-hold | ||
Disaggregation of Revenue [Line Items] | ||
Total | 2,422 | 2,439 |
Deployment services, professional services and other | ||
Disaggregation of Revenue [Line Items] | ||
Total | $ 4,491 | $ 4,471 |
Revenue Recognition - Additiona
Revenue Recognition - Additional Information (Detail) - USD ($) $ in Millions | 3 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | |
Deferred revenue | $ 7 | $ 6.9 | |
Percentage of revenue represented by each customer | 17.80% | 15.20% |
Reverse Recapitalization - Summ
Reverse Recapitalization - Summary of the Number of Class A Share Issued (Detail) - shares | Mar. 31, 2022 | Dec. 31, 2021 |
Business Acquisition, Equity Interests Issued or Issuable [Line Items] | ||
Common stock shares issued | 76,239,989 | 72,027,743 |
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 Millions | Sep. 30, 2021 | Dec. 31, 2021 | Mar. 31, 2022 |
Common stock, other shares, outstanding | 71,810,419 | ||
Common stock par or stated value per share | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Class of warrant or right, outstanding | 8,911,744 | 0.3 | |
Shares issued, price per share | $ 139.15 | ||
Transactions costs | $ 63.2 | ||
Proceeds from CTAC after redemptions | 20 | ||
Proceeds from the Backstop Notes | 95.1 | ||
Payments to KORE's preferred shareholders | 229.9 | ||
Business acquisition, transaction costs | $ 24.2 | ||
Adjustments to additional paid in capital business acquisition cost | $ 24.1 | ||
Interfusion B.V and T-Fone B.V [Member] | |||
Repaid the senior secured revolving credit facility | 25 | ||
Repaid the outstanding related party loans | $ 1.6 | ||
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 |
Right-of Use Assets and Lease_3
Right-of Use Assets and Lease Liabilities - Summary of Lease, Cost (Detail) $ in Thousands | 3 Months Ended |
Mar. 31, 2022USD ($) | |
Lessee, Lease, Description [Line Items] | |
Total net lease cost | $ 947 |
Selling, general and administrative | |
Lessee, Lease, Description [Line Items] | |
Operating lease cost | 844 |
Depreciation and amortization [Member] | |
Lessee, Lease, Description [Line Items] | |
Finance lease cost - Amortization of leased assets | 98 |
Interest expense [Member} | |
Lessee, Lease, Description [Line Items] | |
Finance lease cost - Interest on lease liabilities | $ 5 |
Right-of Use Assets and Lease_4
Right-of Use Assets and Lease Liabilities - Summary of Supplemental Disclosure for the Balance Sheet Related to Finance Leases (Detail) - USD ($) $ in Thousands | Mar. 31, 2022 | Jan. 01, 2022 | Dec. 31, 2021 |
Assets | |||
Finance lease right-of-use assets included in property and equipment, net | $ 386 | ||
Liabilities | |||
Current portion of finance lease liabilities | 158 | $ 191 | $ 0 |
Non-current portion of finance lease liabilities | 228 | $ 264 | $ 0 |
Total finance lease liabilities | $ 386 |
Right-of Use Assets and Lease_5
Right-of Use Assets and Lease Liabilities - Summary of Other Information about Operating and Finance Lease (Detail) | Mar. 31, 2022 |
Weighted average remaining lease term (in years) | |
Operating leases | 6 years 4 months 24 days |
Finance leases | 2 years 6 months |
Weighted average discount rate: | |
Operating leases | 7.10% |
Finance leases | 5.20% |
Right-of Use Assets and Lease_6
Right-of Use Assets and Lease Liabilities - Summary of Operating and Finance Liability Maturity (Detail) $ in Thousands | Mar. 31, 2022USD ($) |
Lessee, Operating Lease, Liability, Payment, Due [Abstract] | |
From April 1, 2022 to December 31, 2022 | $ 1,969 |
2023 | 2,189 |
2024 | 1,476 |
2025 | 1,313 |
2026 | 1,041 |
Thereafter | 4,141 |
Total minimum lease payments | 12,129 |
Interest expense | (2,672) |
Total | 9,457 |
Finance Lease, Liability, Payment, Due [Abstract] | |
From April 1, 2022 to December 31, 2022 | 130 |
2023 | 141 |
2024 | 118 |
2025 | 25 |
2026 | 0 |
Thereafter | 0 |
Total minimum lease payments | 414 |
Interest expense | (28) |
Total | $ 386 |
Right-of Use Assets and Lease_7
Right-of Use Assets and Lease Liabilities - Additional Information (Detail) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Lessee, Lease, Description [Line Items] | ||
Lessee operating and finance lease option To extend | 10 years | |
Operating lease, expense | $ 0.8 | $ 0.7 |
Minimum [Member] | ||
Lessee, Lease, Description [Line Items] | ||
Lessee operating and finance lease remaining lease term | 1 year | |
Minimum [Member] | Leasehold Improvements [Member] | ||
Lessee, Lease, Description [Line Items] | ||
Useful life of property plant and equipment | 4 years | |
Maximum [Member] | ||
Lessee, Lease, Description [Line Items] | ||
Lessee operating and finance lease remaining lease term | 10 years | |
Maximum [Member] | Leasehold Improvements [Member] | ||
Lessee, Lease, Description [Line Items] | ||
Useful life of property plant and equipment | 15 years |
Acquisitions and Divestitures -
Acquisitions and Divestitures - Schedule of Allocation Of The Consideration Paid For The Acquired Companies (Detail) - USD ($) $ in Thousands | Feb. 16, 2022 | Mar. 31, 2022 | Dec. 31, 2021 |
Disclosure of Acquisitions and Divestitures [Abstract] | |||
Cash, (net of closing cash of $1,995) and working capital adjustments | $ 45,078 | ||
Fair value of KORE common stock issued to sellers (4,212,246 shares) | 23,295 | ||
Total consideration | 68,373 | ||
Assets acquired: | |||
Accounts receivable | 3,303 | ||
Inventories | 1,323 | ||
Prepaid expenses and other receivables | 976 | ||
Property and equipment | 201 | ||
Intangible assets | 28,664 | ||
Total Assets acquired | 34,467 | ||
Liabilities assumed: | |||
Deferred tax liabilities | 7,391 | ||
Accounts payable and accrued liabilities | 3,562 | ||
Liabilities assumed | 10,953 | ||
Net identifiable assets acquired | 23,514 | ||
Goodwill (excess of consideration transferred over net identifiable assets acquired) | $ 44,859 | $ 426,700 | $ 381,962 |
Cash | $ 1,995 |
Acquisitions and Divestitures_2
Acquisitions and Divestitures - Schedule of Preliminary Allocation Of The Consideration Paid For The Acquired Companies (Parenthetical) (Detail) | Feb. 16, 2022shares |
Integron LLC [Member] | |
Disclosure of Acquisitions and Divestitures [Line Items] | |
Stock Issued During Period, Shares, Acquisitions | 4,212,246 |
Acquisitions and Divestitures_3
Acquisitions and Divestitures - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | ||||
Mar. 31, 2022 | Mar. 31, 2021 | Apr. 30, 2022 | Feb. 16, 2022 | Dec. 31, 2021 | |
Disclosure of Acquisitions and Divestitures [Line Items] | |||||
Business acquisition, transaction costs | $ 24,200 | ||||
Business acquisition amount held in escrow | $ 3,450 | ||||
Goodwill acquired during the period | 44,859 | ||||
Gain loss on goodwill due to foreign currency translation | (121) | ||||
Acquired Companies [Member] | |||||
Disclosure of Acquisitions and Divestitures [Line Items] | |||||
Percentage of acquired ownership | 100.00% | ||||
Business acquisition, transaction costs | $ 1,700 | ||||
Business combination revenue of acquire since acquisition date actual | 5,818 | ||||
Business combination net income loss of acquire since acquisition date | 1,510 | ||||
Acquired Companies [Member] | Selling, General and Administrative Expenses [Member] | |||||
Disclosure of Acquisitions and Divestitures [Line Items] | |||||
Business combination transaction costs incurred | 1,400 | ||||
Integron LLC [Member] | |||||
Disclosure of Acquisitions and Divestitures [Line Items] | |||||
Business acquisitions pro forma revenue | 74,700 | $ 60,800 | |||
Business acquisitions pro forma net income loss | $ 9,200 | 1,800 | |||
Proforma adjustment relating to the acqusition related costs | $ (1,700) |
Short-Term And Long-Term Debt -
Short-Term And Long-Term Debt - Additional Information (Detail) $ / shares in Units, € in Thousands, $ in Thousands | Sep. 21, 2021shares | Nov. 12, 2019USD ($) | Dec. 21, 2018USD ($) | Jan. 31, 2021USD ($) | Mar. 31, 2022USD ($) | Sep. 30, 2021USD ($)$ / sharesshares | Oct. 28, 2022USD ($) | Dec. 31, 2021USD ($) | Oct. 08, 2018EUR (€) | |
Short-term Debt [Line Items] | ||||||||||
Debt conversion, converted instrument, shares issued | shares | 9,600,000 | |||||||||
Percentage of existing and future equity interests | 65.00% | |||||||||
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, effective percentage | 5.90% | |||||||||
Additional Backstop Notes [Member] | ||||||||||
Short-term Debt [Line Items] | ||||||||||
Debt instrument, interest rate, effective percentage | 6.10% | |||||||||
Bank Overdraft Facility [Member] | ||||||||||
Short-term Debt [Line Items] | ||||||||||
Commitment fee | 0.00% | |||||||||
Debt instrument, interest rate | 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% | |||||||||
Long-term debt, term | 7 years | |||||||||
Debt instrument carrying amount | [1] | $ 117,256 | $ 102,025 | |||||||
Base Rate [Member] | Backstop Agreement [Member] | ||||||||||
Short-term Debt [Line Items] | ||||||||||
Debt instrument, conversion price | $ / shares | $ 12.50 | |||||||||
UBS Term Loan [Member] | ||||||||||
Short-term Debt [Line Items] | ||||||||||
Long-term line of credit | $ 280,000 | |||||||||
Maturity date | Dec. 21, 2024 | |||||||||
Line of credit facility, increase | $ 35,000 | |||||||||
Debt instrument, annual principal payment | $ 800 | |||||||||
Debt issuance costs | 1,500 | |||||||||
Long-term Debt | $ 305,000 | 305,800 | ||||||||
UBS Term Loan [Member] | Revolving Credit Facility [Member] | ||||||||||
Short-term Debt [Line Items] | ||||||||||
Long-term line of credit | $ 30,000 | |||||||||
Leverage ratio, Description | 5.00:1.00 | |||||||||
Commitment fee | 0.50% | |||||||||
UBS Term Loan [Member] | London Interbank Offered Rate (LIBOR) [Member] | ||||||||||
Short-term Debt [Line Items] | ||||||||||
Interest rate | 5.50% | |||||||||
UBS Term Loan [Member] | London Interbank Offered Rate (LIBOR) [Member] | Revolving Credit Facility [Member] | ||||||||||
Short-term Debt [Line Items] | ||||||||||
Interest rate | 5.50% | |||||||||
UBS Term Loan [Member] | London Interbank Offered Rate (LIBOR) [Member] | Revolving Credit Facility [Member] | Minimum [Member] | ||||||||||
Short-term Debt [Line Items] | ||||||||||
Interest rate | 5.25% | |||||||||
UBS Term Loan [Member] | Base Rate [Member] | Revolving Credit Facility [Member] | ||||||||||
Short-term Debt [Line Items] | ||||||||||
Interest rate | 4.50% | |||||||||
UBS Term Loan [Member] | Base Rate [Member] | Revolving Credit Facility [Member] | Minimum [Member] | ||||||||||
Short-term Debt [Line Items] | ||||||||||
Interest rate | 4.25% | |||||||||
Term Loan BNP Paribas [Member] | ||||||||||
Short-term Debt [Line Items] | ||||||||||
Maturity date | Jan. 2, 2021 | |||||||||
Debt instrument, interest rate | 2.15% | |||||||||
Debt instrument, every month | $ 7,740 | |||||||||
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 | $ 95,100 | $ 24,900 | ||||||||
Notes Under The Backstop Agreement [Member] | Backstop Agreement [Member] | ||||||||||
Short-term Debt [Line Items] | ||||||||||
Debt instrument carrying amount | $ 9,600 | |||||||||
[1] | Due to the adoption of ASU 2020-06 the net carrying amount of the Backstop notes changed. Refer to “Note 2-Summary of Significant Accounting policies – Recently Adopted Accounting Pronouncements” to the condensed consolidated financial statements for a summary of the effects of the adoption of ASU 2020-06. |
Short-Term And Long-Term Debt_2
Short-Term And Long-Term Debt - Summary Of Carrying Values And Estimated Fair Values Of Debt Instruments (Detail) - Backstop Agreement [Member] - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 | |
Debt Instrument [Line Items] | |||
Principal balances outstanding | $ 120,000 | $ 120,000 | |
Net of unamortized debt issuance costs | 2,744 | 2,458 | |
Net of unamortized equity component costs | 0 | 15,517 | |
Net carrying amount | [1] | $ 117,256 | $ 102,025 |
[1] | Due to the adoption of ASU 2020-06 the net carrying amount of the Backstop notes changed. Refer to “Note 2-Summary of Significant Accounting policies – Recently Adopted Accounting Pronouncements” to the condensed consolidated financial statements for a summary of the effects of the adoption of ASU 2020-06. |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Operating Loss Carryforwards [Line Items] | ||
Effective income tax rate percentage | 19.10% | 53.90% |
Income tax expense benefit | $ 2,545 | $ 1,264 |
Temporary Equity and Stockhol_3
Temporary Equity and Stockholders' Equity - Summary of Accumulated but Unpaid Preferred Dividends (Detail) $ in Thousands | 3 Months Ended |
Mar. 31, 2021USD ($) | |
Class of Stock [Line Items] | |
Distributed | $ (7,393) |
Series A Preferred Stock [Member] | |
Class of Stock [Line Items] | |
Beginning balance | 34,812 |
Accumulated | 2,486 |
Distributed | 0 |
Ending balance | 37,298 |
Series A One Preferred Stock [Member] | |
Class of Stock [Line Items] | |
Beginning balance | 18,608 |
Accumulated | 2,666 |
Distributed | 0 |
Ending balance | 21,274 |
Series B Preferred Stock [Member] | |
Class of Stock [Line Items] | |
Beginning balance | 33,910 |
Accumulated | 2,241 |
Distributed | 0 |
Ending balance | $ 36,151 |
Temporary Equity and Stockhol_4
Temporary Equity and Stockholders' Equity - Additional Information (Detail) - USD ($) | 3 Months Ended | |
Mar. 31, 2022 | Dec. 31, 2021 | |
Class of Stock [Line Items] | ||
Common stock shares authorized | 315,000,000 | 315,000,000 |
Common stock shares outstanding | 76,239,989 | 72,027,743 |
Pre Combination Of Kore Group Holdings Inc [Member] | ||
Class of Stock [Line Items] | ||
Preferred stock, redemption price per share | $ 1,000 | |
Undistributed Earnings, Basic | $ 0 | |
Distributed Earnings | $ 0 | |
Series A Preferred Stock [Member] | Pre Combination Of Kore Group Holdings Inc [Member] | ||
Class of Stock [Line Items] | ||
Preferred stock shares authorized | 7,765,229 | |
Preference share discount rate | 2.00% | |
Preferred stock, dividend rate, percentage | (13.00%) | |
Preferred stock, redemption amount | $ 85,200,000 | |
Series A-1 Preferred Stock | Pre Combination Of Kore Group Holdings Inc [Member] | ||
Class of Stock [Line Items] | ||
Preferred stock shares authorized | 10,480,538 | |
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] | Pre Combination Of Kore Group Holdings Inc [Member] | ||
Class of Stock [Line Items] | ||
Preferred stock shares authorized | 6,872,894 | |
Preferred stock, convertible, terms | 1.5X | |
Convertible preferred stock, shares issued upon conversion | 16,802 | |
Series B Preferred Stock [Member] | Pre Combination Of Kore Group Holdings Inc [Member] | ||
Class of Stock [Line Items] | ||
Preferred stock shares authorized | 9,090,975 | |
Preferred stock, dividend rate, percentage | (10.00%) | |
Preferred stock, redemption amount | $ 97,800,000 | |
Capital Stock [Member] | ||
Class of Stock [Line Items] | ||
Preferred stock shares issued | 0 | |
Preferred stock shares outstanding | 0 | |
Common Stock [Member] | ||
Class of Stock [Line Items] | ||
Capital units, authorized | 350,000,000 | |
Common stock shares authorized | 315,000,000 | |
Common stock shares outstanding | 76,239,989 | |
Preferred stock shares authorized | 35,000,000 | |
Common Stock [Member] | Pre Combination Of Kore Group Holdings Inc [Member] | ||
Class of Stock [Line Items] | ||
Convertible preferred stock, shares issued upon conversion | 2,520,368 |
Stock Based Compensation - Summ
Stock Based Compensation - Summary of Significant Inputs Used in Valuation of RSU (Detail) - Restricted Stock Units (RSUs) [Member] | 3 Months Ended |
Mar. 31, 2022 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Expected volatility, Minimum | 57.10% |
Expected volatility, Maximum | 75.20% |
Risk-free interest rates, Minimum | 1.37% |
Risk-free interest rate, Maximum | 2.09% |
Stock Based Compensation - Su_2
Stock Based Compensation - Summary of Company's Stock Options (Detail) - $ / shares | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward] | ||
Beginning balance, Number of Options | 432,500 | |
Granted, Number of Options | 0 | |
Forfeited, Number of Options | 0 | |
Ending balance, Number of Options | 432,500 | 432,500 |
Beginning balance, Weighted Average Grant Date Fair Value per Option | $ 15.45 | |
Granted, Weighted Average Grant Date Fair Value per Option | 0 | |
Forfeited, Weighted Average Grant Date Fair Value per Option | 0 | |
Ending balance, Weighted Average Grant Date Fair Value per Option | 15.45 | $ 15.45 |
Beginning balance, Weighted Average Exercise Price | 141.53 | |
Granted, Weighted Average Exercise Price | 0 | |
Forfeited, Weighted Average Exercise Price | 0 | |
Ending balance, Weighted Average Exercise Price | $ 141.53 | $ 141.53 |
Weighted Average Remaining Contractual Term | 7 years 8 months 12 days | 7 years 8 months 12 days |
Stock Based Compensation - Su_3
Stock Based Compensation - Summary Of Share-based Payment Arrangement, Restricted Stock Unit, Activity (Detail) - Restricted Stock Units (RSUs) [Member] $ / shares in Units, $ in Thousands | 3 Months Ended |
Mar. 31, 2022USD ($)$ / sharesshares | |
Schedule Of Share Based Compensation Restricted Stock Units Award Activity [Line Items] | |
Number of Awards outstanding, Unvested RSUs at December 31, 2021 | shares | 0 |
Number of Awards outstanding, Granted | shares | 4,763 |
Number of Awards outstanding, Vested | shares | 0 |
Number of Awards outstanding, Forfeited and canceled | shares | (35) |
Number of Awards outstanding, Unvested RSUs at March 31, 2022 | shares | 4,728 |
Weighted- Average grant date fair value (per share), Unvested RSUs at December 31, 2021 | $ / shares | $ 0 |
Weighted- Average grant date fair value (per share), Granted | $ / shares | 6.84 |
Weighted- Average grant date fair value (per share), Vested | $ / shares | 0 |
Weighted- Average grant date fair value (per share), Forfeited and canceled | $ / shares | $ 6.97 |
Aggregate Intrinsic Value, Unvested RSUs at December 31, 2021 | $ | $ 0 |
Aggregate Intrinsic Value, Granted | $ | 32,587 |
Aggregate Intrinsic Value, Vested | $ | 0 |
Aggregate Intrinsic Value, Forfeited and canceled | $ | (245) |
Aggregate Intrinsic Value, Unvested RSUs at March 31, 2022 | $ | $ 32,342 |
Stock Based Compensation - Su_4
Stock Based Compensation - Summary of Share-based Compensation Expense (Detail) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Equity Option [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Total Stock Compensation Expense | $ 0 | $ 315 |
Unrecognized compensation cost | 0 | $ 3,100 |
Weighted-average remaining recognition period (in years) | 2 years 4 months 24 days | |
Restricted Stock Units (RSUs) [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Total Stock Compensation Expense | 2,050 | $ 0 |
Unrecognized compensation cost | $ 30,292 | $ 0 |
Weighted-average remaining recognition period (in years) | 3 years 6 months 10 days |
Stock Based Compensation - Addi
Stock Based Compensation - Additional Information (Detail) | 3 Months Ended |
Mar. 31, 2022USD ($)shares | |
Equity Option [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Share-based Compensation Arrangement by Share-based Payment Award, Expiration Period | 10 years |
Two Thousand And Twenty One Long Term Stock Incentive Plan [Member] | Restricted Stock Units (RSUs) [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Share based compensation vested grants quantities ranging | shares | 171,800 |
Common stock attaining closing price | $ 18 |
Two Thousand And Twenty One Long Term Stock Incentive Plan [Member] | Restricted Stock Units (RSUs) [Member] | Minimum [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Share based compensation vested grants quantities ranging | shares | 26,600 |
Common stock attaining closing price | $ 13 |
Common stock attaining trading days | 20 days |
Two Thousand And Twenty One Long Term Stock Incentive Plan [Member] | Restricted Stock Units (RSUs) [Member] | Maximum [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Share based compensation vested grants quantities ranging | shares | 89,900 |
Common stock attaining closing price | $ 15 |
Common stock attaining trading days | 30 days |
Two Thousand And Twenty One Long Term Stock Incentive Plan [Member] | Restricted Stock Units (RSUs) [Member] | Passage of Time [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Restricted Stock vested | $ 3,400,000 |
Two Thousand And Twenty One Long Term Stock Incentive Plan [Member] | Restricted Stock Units (RSUs) [Member] | Performance Condition [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Restricted Stock unvested | $ 1,200,000 |
Two Thousand And Twenty One Long Term Stock Incentive Plan [Member] | Restricted Stock Units (RSUs) [Member] | Performance Condition [Member] | Minimum [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Restricted Stock vesting percentage | 0.00% |
Two Thousand And Twenty One Long Term Stock Incentive Plan [Member] | Restricted Stock Units (RSUs) [Member] | Performance Condition [Member] | Maximum [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Restricted Stock vesting percentage | 150.00% |
Warrants on Common Stock - Addi
Warrants on Common Stock - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | |||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | Sep. 30, 2021 | |
Class of Warrant or Right [Line Items] | ||||
Class of warrants or rights exercise price of warrrant | $ 0.95 | |||
Warrants outstanding | 0.3 | 8,911,744 | ||
Change in fair value of warrant liability | $ (27) | $ (2,424) | ||
KORE Warrants [Member] | Prior to The Business Combination [Member] | ||||
Class of Warrant or Right [Line Items] | ||||
Class of warrants or rights exercise price of warrrant | $ 0.01 | |||
Warrants outstanding | 0 | 0 | ||
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 | |||
Change in fair value of warrant liability | $ 30 | $ 2,420 | ||
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] | Prior to The Business Combination [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 | 3 Months Ended |
Mar. 31, 2022USD ($) | |
Earnings Per Share [Abstract] | |
Preferred Stock Conversion Premium | $ 0 |
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 | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Numerator: | ||
Net loss attributable to the Company | $ (10,907) | $ (1,081) |
Less cumulative earnings to preferred shareholder | 0 | (7,393) |
Net loss attributable to common stockholders | $ (10,907) | $ (8,474) |
Weighted average common shares and warrants outstanding | ||
Basic (in number) | 74,040,261 | 31,647,131 |
Diluted (in number) | 74,040,261 | 31,647,131 |
Net loss per unit attributable to common stockholder | ||
Basic | $ (0.15) | $ (0.27) |
Diluted | $ (0.15) | $ (0.27) |
Net Loss Per Share - Summary _2
Net Loss Per Share - Summary Of Diluted Shares Outstanding (Detail) - shares | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Series C Convertible Preferred Stock [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive Securities Excluded from Computation of EPS | 0 | 2,566,186 |
Stock Option [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive Securities Excluded from Computation of EPS | 0 | 432,500 |
Common stock issued under the Backstop Agreement [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive Securities Excluded from Computation of EPS | 9,600,031 | 0 |
Restricted stock grants with only service conditions [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive Securities Excluded from Computation of EPS | 3,108,277 | 0 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Detail) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Related Party Transaction [Line Items] | ||
Aggregated related party transactions | $ 0.4 | $ 0.1 |