Cover Page
Cover Page | 3 Months Ended |
Mar. 31, 2023 | |
Cover [Abstract] | |
Entity Registrant Name | KORE Group Holdings, Inc. |
Entity Filer Category | Accelerated Filer |
Entity Small Business | true |
Entity Emerging Growth Company | true |
Entity Ex Transition Period | false |
Document Type | S-1 |
Amendment Flag | false |
Entity Central Index Key | 0001855457 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 | Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Dec. 31, 2021 | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Dec. 31, 2020 |
Current assets | ||||||||||
Cash | $ 30,600 | $ 34,645 | $ 42,925 | $ 40,441 | $ 31,914 | $ 85,976 | $ 72,689 | $ 8,300 | $ 13,134 | |
Accounts receivable, net | 48,055 | 44,538 | 41,712 | 51,044 | 57,439 | 51,615 | 52,895 | 47,841 | 42,358 | |
Inventories, net | 8,774 | 10,051 | 8,272 | 9,897 | 11,789 | 15,470 | 12,147 | 9,864 | 6,627 | |
Income taxes receivable | 424 | 502 | 1,532 | 901 | 1,225 | 934 | 704 | 724 | 327 | |
Prepaid expenses and other current assets | 12,625 | 13,484 | 12,930 | 8,703 | 7,274 | 7,363 | 14,960 | 14,726 | 9,908 | |
Total current assets | 100,478 | 103,220 | 107,371 | 110,986 | 109,641 | 161,358 | 153,395 | 81,455 | 72,354 | |
Non-current assets | ||||||||||
Restricted cash | 361 | 362 | 358 | 363 | 370 | 367 | 367 | 371 | 372 | |
Property and equipment, net | 12,137 | 11,899 | 12,141 | 11,890 | 12,167 | 12,240 | 12,630 | 12,606 | 13,338 | |
Intangibles assets, net | 183,252 | 192,504 | 200,398 | 210,946 | 221,856 | 202,550 | 211,688 | 221,024 | 228,939 | |
Goodwill (excess of consideration transferred over net identifiable assets acquired) | 369,870 | 369,706 | 427,057 | 427,579 | 428,153 | 383,415 | 383,643 | 383,880 | 383,736 | $ 384,202 |
Operating lease right-of-use assets | 9,501 | 10,019 | 10,430 | 8,110 | 8,565 | |||||
Deferred tax assets | 54 | 55 | 565 | 0 | ||||||
Other long-term assets | 876 | 971 | 653 | 381 | 401 | 407 | 458 | 3,531 | 2,595 | |
Total assets | 676,529 | 688,736 | 758,973 | 770,255 | 781,153 | 760,337 | 762,295 | 702,986 | 701,456 | |
Current liabilities | ||||||||||
Accounts payable | 23,264 | 17,835 | 18,201 | 19,288 | 19,901 | 16,004 | 20,522 | 23,181 | 19,515 | |
Accrued liabilities | 15,850 | 15,793 | 14,590 | 15,660 | 11,676 | 22,353 | ||||
Current portion of operating lease liabilities | 1,649 | 1,811 | 1,872 | 1,976 | 1,643 | |||||
Income taxes payable | 1,212 | 207 | 0 | 0 | 554 | 467 | 596 | 640 | 710 | |
Deferred revenue | 7,732 | 7,817 | 7,012 | 7,014 | 7,020 | 6,889 | 6,797 | 7,074 | 7,634 | |
Current portion of long-term debt and other borrowings, net | 5,370 | 5,345 | 5,319 | 3,165 | 3,206 | 3,326 | 3,153 | 3,153 | 3,153 | |
Total current liabilities | 55,077 | 48,808 | 46,994 | 47,103 | 44,000 | 49,039 | 59,101 | 70,066 | 61,279 | |
Non-current liabilities | ||||||||||
Deferred tax liabilities | 23,272 | 25,248 | 33,454 | 35,034 | 38,196 | 37,925 | 36,378 | 40,462 | 42,375 | |
Warrant liability | 30 | 33 | 33 | 153 | 259 | 286 | 273 | 13,561 | 13,520 | |
Non-current portion of operating lease liabilities | 8,961 | 9,275 | 9,501 | 6,852 | 7,430 | |||||
Long-term debt and other borrowings, net | 413,090 | 413,910 | 414,683 | 413,788 | 414,026 | 399,115 | 378,356 | 297,773 | 298,010 | |
Other long-term liabilities | 11,404 | 10,790 | 6,450 | |||||||
Total liabilities | 511,834 | 508,064 | 513,250 | 511,059 | 511,295 | 492,815 | 482,733 | 430,944 | 423,945 | |
Stockholders’ equity | ||||||||||
Common stock, voting; par value $0.0001 per share; 315,000,000 shares authorized, 76,292,241 and 72,027,743 shares issued and outstanding at December 31, 2022 and December 31, 2021 | 8 | 8 | 8 | 8 | 8 | 7 | 7 | 3 | 3 | |
Additional paid-in capital | 437,677 | 435,292 | 432,566 | 429,547 | 427,046 | 413,315 | 412,985 | 121,321 | 128,538 | |
Accumulated other comprehensive loss | (6,262) | (6,390) | (8,174) | (5,959) | (3,586) | (3,463) | (3,295) | (2,040) | (2,458) | |
Accumulated deficit | (266,728) | (248,238) | (178,677) | (164,400) | (153,610) | (142,337) | (130,135) | (125,762) | (119,560) | |
Total stockholders’ equity | 164,695 | 180,672 | 245,723 | 259,196 | 269,858 | 267,522 | 279,562 | (6,478) | 6,523 | $ 16,496 |
Total liabilities and stockholders’ equity | $ 676,529 | $ 688,736 | $ 758,973 | $ 770,255 | $ 781,153 | $ 760,337 | $ 762,295 | $ 702,986 | $ 701,456 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Mar. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Sep. 30, 2021 |
Statement of Financial Position [Abstract] | ||||
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized (in shares) | 315,000,000 | 315,000,000 | 315,000,000 | |
Common stock, shares issued (in shares) | 76,552,595 | 76,292,241 | 72,027,743 | |
Common stock, shares outstanding (in shares) | 76,552,595 | 76,292,241 | 72,027,743 | 71,810,419 |
Consolidated Statements of Oper
Consolidated Statements of Operations (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | |||||||||
Mar. 31, 2023 | Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | |
Revenue | |||||||||||||
Total revenue | $ 65,975 | $ 66,137 | $ 70,921 | $ 68,978 | $ 67,933 | $ 60,798 | $ 55,352 | $ 139,899 | $ 116,150 | $ 206,036 | $ 184,084 | $ 268,447 | $ 248,435 |
Cost of revenue | |||||||||||||
Total cost of revenue (exclusive of depreciation and amortization shown separately below) | 30,317 | 31,541 | 33,628 | 35,273 | 34,955 | 29,135 | 23,869 | 68,900 | 53,004 | 100,441 | 87,961 | 129,154 | 121,360 |
Operating expenses | |||||||||||||
Selling, general and administrative | 30,200 | 28,904 | 29,407 | 27,717 | 26,114 | 21,741 | 19,010 | 57,125 | 40,751 | 86,029 | 66,864 | 112,220 | 92,303 |
Depreciation and amortization | 14,125 | 13,688 | 13,753 | 13,175 | 12,419 | 12,372 | 13,093 | 26,928 | 25,465 | 40,616 | 37,884 | 54,499 | 50,331 |
Total operating expenses | 44,325 | 42,592 | 43,160 | 40,892 | 38,533 | 34,113 | 32,103 | 84,053 | 66,216 | 126,645 | 104,748 | 224,793 | 142,634 |
Operating loss | (8,667) | (7,996) | (5,867) | (7,187) | (5,555) | (2,450) | (620) | (13,054) | (3,070) | (21,050) | (8,625) | (85,500) | (15,559) |
Interest expense, including amortization of deferred financing costs, net | 10,195 | 8,206 | 7,297 | 6,624 | 5,589 | 5,506 | 5,059 | 13,921 | 10,565 | 22,127 | 16,155 | 31,371 | 23,260 |
Change in fair value of warrant liability | (3) | (120) | (106) | (27) | (2,898) | 41 | (2,424) | (133) | (2,383) | (253) | (5,281) | (254) | (5,267) |
Loss before income taxes | (18,859) | (16,082) | (13,058) | (13,784) | (8,246) | (7,997) | (3,255) | (26,842) | (11,252) | (42,924) | (19,499) | (116,617) | (33,552) |
Income tax expense | (369) | (1,805) | (2,268) | (2,212) | (3,873) | (1,795) | (1,256) | (4,480) | (3,051) | (6,285) | (6,925) | (10,417) | (8,776) |
Net loss | $ (18,490) | $ (14,277) | $ (10,790) | $ (11,572) | $ (4,373) | $ (6,202) | $ (1,999) | $ (22,362) | $ (8,201) | $ (36,639) | $ (12,574) | $ (106,200) | $ (24,776) |
Loss per share: | |||||||||||||
Basic (in dollars per share) | $ (0.24) | $ (0.19) | $ (0.14) | $ (0.16) | $ (0.26) | $ (0.43) | $ (0.30) | $ (0.30) | $ (0.73) | $ (0.48) | $ (0.98) | $ (1.40) | $ (1.04) |
Diluted (in dollars per share) | $ (0.24) | $ (0.19) | $ (0.14) | $ (0.16) | $ (0.26) | $ (0.43) | $ (0.30) | $ (0.30) | $ (0.73) | $ (0.48) | $ (0.98) | $ (1.40) | $ (1.04) |
Weighted average shares outstanding (in Number): | |||||||||||||
Basic (in shares) | 76,524,735 | 76,240,530 | 76,239,989 | 74,040,261 | 32,098,715 | 31,647,131 | 31,647,131 | 75,146,201 | 31,647,131 | 75,514,986 | 31,799,313 | 75,710,904 | 41,933,050 |
Diluted (in shares) | 76,524,735 | 76,240,530 | 76,239,989 | 74,040,261 | 32,098,715 | 31,647,131 | 31,647,131 | 75,146,201 | 31,647,131 | 75,514,986 | 31,799,313 | 75,710,904 | 41,933,050 |
Services | |||||||||||||
Revenue | |||||||||||||
Total revenue | $ 47,550 | $ 46,448 | $ 47,805 | $ 47,543 | $ 48,483 | $ 46,430 | $ 45,117 | $ 95,348 | $ 91,547 | $ 141,796 | $ 140,031 | $ 188,985 | $ 188,180 |
Cost of revenue | |||||||||||||
Total cost of revenue (exclusive of depreciation and amortization shown separately below) | 16,543 | 16,581 | 16,610 | 17,550 | 17,370 | 17,624 | 15,943 | 34,159 | 33,567 | 50,740 | 50,938 | 67,268 | 69,385 |
Products | |||||||||||||
Revenue | |||||||||||||
Total revenue | 18,425 | 19,689 | 23,116 | 21,435 | 19,450 | 14,368 | 10,235 | 44,551 | 24,603 | 64,240 | 44,053 | 79,462 | 60,255 |
Cost of revenue | |||||||||||||
Total cost of revenue (exclusive of depreciation and amortization shown separately below) | $ 13,774 | $ 14,960 | $ 17,018 | $ 17,723 | $ 17,585 | $ 11,511 | $ 7,926 | $ 34,741 | $ 19,437 | $ 49,701 | $ 37,023 | $ 61,886 | $ 51,975 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Loss (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | |||||||||
Mar. 31, 2023 | Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | |
Statement of Comprehensive Income [Abstract] | |||||||||||||
Net loss | $ (18,490) | $ (14,277) | $ (10,790) | $ (11,572) | $ (4,373) | $ (6,202) | $ (1,999) | $ (22,362) | $ (8,201) | $ (36,639) | $ (12,574) | $ (106,200) | $ (24,776) |
Other comprehensive loss: | |||||||||||||
Foreign currency translation adjustment | 128 | (2,215) | (2,373) | (123) | (1,255) | 418 | (896) | (2,496) | (478) | (4,711) | (1,733) | (2,927) | (1,901) |
Comprehensive loss | $ (18,362) | $ (16,492) | $ (13,163) | $ (11,695) | $ (5,628) | $ (5,784) | $ (2,895) | $ (24,858) | $ (8,679) | $ (41,350) | $ (14,307) | $ (109,127) | $ (26,677) |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' Equity (Unaudited) - USD ($) $ in Thousands | Total | Cumulative Effect, Period of Adoption, Adjusted Balance | Common Stock | Common Stock Cumulative Effect, Period of Adoption, Adjusted Balance | Additional paid-in capital | Additional paid-in capital Cumulative Effect, Period of Adoption, Adjusted Balance | Accumulated Other Comprehensive Loss | Accumulated Other Comprehensive Loss Cumulative Effect, Period of Adoption, Adjusted Balance | Accumulated Deficit | Accumulated Deficit Cumulative Effect, Period of Adoption, Adjusted Balance |
Beginning balance of common stock (in shares) at Dec. 31, 2020 | 30,281,520 | |||||||||
Beginning balance of stockholders' equity at Dec. 31, 2020 | $ 16,496 | $ 3 | $ 135,616 | $ (1,562) | $ (117,561) | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||
Foreign currency translation adjustment | (896) | (896) | ||||||||
Share-based compensation | 315 | 315 | ||||||||
Net loss | (1,999) | (1,999) | ||||||||
Ending balance of common stock (in shares) at Mar. 31, 2021 | 30,281,520 | |||||||||
Ending balance of stockholders' equity at Mar. 31, 2021 | 6,523 | $ 3 | 128,538 | (2,458) | (119,560) | |||||
Beginning balance of common stock (in shares) at Dec. 31, 2020 | 30,281,520 | |||||||||
Beginning balance of stockholders' equity at Dec. 31, 2020 | 16,496 | $ 3 | 135,616 | (1,562) | (117,561) | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||
Foreign currency translation adjustment | (478) | |||||||||
Net loss | (8,201) | |||||||||
Ending balance of common stock (in shares) at Jun. 30, 2021 | 30,281,520 | |||||||||
Ending balance of stockholders' equity at Jun. 30, 2021 | (6,478) | $ 3 | 121,321 | (2,040) | (125,762) | |||||
Beginning balance of common stock (in shares) at Dec. 31, 2020 | 30,281,520 | |||||||||
Beginning balance of stockholders' equity at Dec. 31, 2020 | 16,496 | $ 3 | 135,616 | (1,562) | (117,561) | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||
Foreign currency translation adjustment | (1,733) | |||||||||
Net loss | $ (12,574) | |||||||||
Ending balance of common stock (in shares) at Sep. 30, 2021 | 71,810,419 | 71,827,317 | ||||||||
Ending balance of stockholders' equity at Sep. 30, 2021 | $ 279,562 | $ 7 | 412,985 | (3,295) | (130,135) | |||||
Beginning balance of common stock (in shares) at Dec. 31, 2020 | 30,281,520 | |||||||||
Beginning balance of stockholders' equity at Dec. 31, 2020 | 16,496 | $ 3 | 135,616 | (1,562) | (117,561) | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||
Foreign currency translation adjustment | (1,901) | (1,901) | ||||||||
Share-based compensation | (1,856) | (1,856) | ||||||||
Net loss | $ (24,776) | (24,776) | ||||||||
Ending balance of common stock (in shares) at Dec. 31, 2021 | 72,027,743 | 72,027,743 | 72,027,743 | |||||||
Ending balance of stockholders' equity at Dec. 31, 2021 | $ 267,522 | $ 256,208 | $ 7 | $ 7 | 413,315 | $ 401,702 | (3,463) | $ (3,463) | (142,337) | $ (142,038) |
Beginning balance of common stock (in shares) at Mar. 31, 2021 | 30,281,520 | |||||||||
Beginning balance of stockholders' equity at Mar. 31, 2021 | 6,523 | $ 3 | 128,538 | (2,458) | (119,560) | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||
Foreign currency translation adjustment | 418 | 418 | ||||||||
Share-based compensation | 315 | 315 | ||||||||
Net loss | (6,202) | (6,202) | ||||||||
Ending balance of common stock (in shares) at Jun. 30, 2021 | 30,281,520 | |||||||||
Ending balance of stockholders' equity at Jun. 30, 2021 | (6,478) | $ 3 | 121,321 | (2,040) | (125,762) | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||
Foreign currency translation adjustment | (1,255) | (1,255) | ||||||||
Share-based compensation | (3,519) | (3,519) | ||||||||
Net loss | $ (4,373) | (4,373) | ||||||||
Ending balance of common stock (in shares) at Sep. 30, 2021 | 71,810,419 | 71,827,317 | ||||||||
Ending balance of stockholders' equity at Sep. 30, 2021 | $ 279,562 | $ 7 | 412,985 | (3,295) | (130,135) | |||||
Beginning balance of common stock (in shares) at Dec. 31, 2021 | 72,027,743 | 72,027,743 | 72,027,743 | |||||||
Beginning balance of stockholders' equity at Dec. 31, 2021 | $ 267,522 | 256,208 | $ 7 | $ 7 | 413,315 | 401,702 | (3,463) | (3,463) | (142,337) | (142,038) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||
Foreign currency translation adjustment | (123) | (123) | ||||||||
Share-based compensation | 2,050 | 2,050 | ||||||||
Common stock issued pursuant to acquisition (in shares) | 4,212,246 | |||||||||
Common stock issued pursuant to acquisition | 23,295 | $ 1 | 23,294 | |||||||
Net loss | (11,572) | (11,572) | ||||||||
Ending balance of common stock (in shares) at Mar. 31, 2022 | 76,239,989 | |||||||||
Ending balance of stockholders' equity at Mar. 31, 2022 | $ 269,858 | $ 8 | 427,046 | (3,586) | (153,610) | |||||
Beginning balance of common stock (in shares) at Dec. 31, 2021 | 72,027,743 | 72,027,743 | 72,027,743 | |||||||
Beginning balance of stockholders' equity at Dec. 31, 2021 | $ 267,522 | 256,208 | $ 7 | $ 7 | 413,315 | 401,702 | (3,463) | (3,463) | (142,337) | (142,038) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||
Foreign currency translation adjustment | (2,496) | |||||||||
Net loss | (22,362) | |||||||||
Ending balance of common stock (in shares) at Jun. 30, 2022 | 76,239,989 | |||||||||
Ending balance of stockholders' equity at Jun. 30, 2022 | $ 259,196 | $ 8 | 429,547 | (5,959) | (164,400) | |||||
Beginning balance of common stock (in shares) at Dec. 31, 2021 | 72,027,743 | 72,027,743 | 72,027,743 | |||||||
Beginning balance of stockholders' equity at Dec. 31, 2021 | $ 267,522 | 256,208 | $ 7 | $ 7 | 413,315 | 401,702 | (3,463) | (3,463) | (142,337) | (142,038) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||
Foreign currency translation adjustment | (4,711) | |||||||||
Net loss | (36,639) | |||||||||
Ending balance of common stock (in shares) at Sep. 30, 2022 | 76,292,241 | |||||||||
Ending balance of stockholders' equity at Sep. 30, 2022 | $ 245,723 | $ 8 | 432,566 | (8,174) | (178,677) | |||||
Beginning balance of common stock (in shares) at Dec. 31, 2021 | 72,027,743 | 72,027,743 | 72,027,743 | |||||||
Beginning balance of stockholders' equity at Dec. 31, 2021 | $ 267,522 | $ 256,208 | $ 7 | $ 7 | 413,315 | $ 401,702 | (3,463) | $ (3,463) | (142,337) | $ (142,038) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||
Foreign currency translation adjustment | (2,927) | (2,927) | ||||||||
Share-based compensation | 10,296 | 10,296 | ||||||||
Common stock issued pursuant to acquisition (in shares) | 4,212,246 | |||||||||
Common stock issued pursuant to acquisition | 23,295 | $ 1 | 23,294 | |||||||
Net loss | $ (106,200) | (106,200) | ||||||||
Ending balance of common stock (in shares) at Dec. 31, 2022 | 76,292,241 | 76,292,241 | ||||||||
Ending balance of stockholders' equity at Dec. 31, 2022 | $ 180,672 | $ 8 | 435,292 | (6,390) | (248,238) | |||||
Beginning balance of common stock (in shares) at Mar. 31, 2022 | 76,239,989 | |||||||||
Beginning balance of stockholders' equity at Mar. 31, 2022 | 269,858 | $ 8 | 427,046 | (3,586) | (153,610) | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||
Foreign currency translation adjustment | (2,373) | (2,373) | ||||||||
Share-based compensation | 2,501 | 2,501 | ||||||||
Net loss | (10,790) | (10,790) | ||||||||
Ending balance of common stock (in shares) at Jun. 30, 2022 | 76,239,989 | |||||||||
Ending balance of stockholders' equity at Jun. 30, 2022 | 259,196 | $ 8 | 429,547 | (5,959) | (164,400) | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||
Foreign currency translation adjustment | (2,215) | (2,215) | ||||||||
Share-based compensation | 3,019 | 3,019 | ||||||||
Net loss | (14,277) | (14,277) | ||||||||
Ending balance of common stock (in shares) at Sep. 30, 2022 | 76,292,241 | |||||||||
Ending balance of stockholders' equity at Sep. 30, 2022 | $ 245,723 | $ 8 | 432,566 | (8,174) | (178,677) | |||||
Beginning balance of common stock (in shares) at Dec. 31, 2022 | 76,292,241 | 76,292,241 | ||||||||
Beginning balance of stockholders' equity at Dec. 31, 2022 | $ 180,672 | $ 8 | 435,292 | (6,390) | (248,238) | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||
Foreign currency translation adjustment | 128 | 128 | ||||||||
Share-based compensation | 2,570 | 2,570 | ||||||||
Vesting of restricted stock units (in shares) | 395,067 | |||||||||
Shares withheld related to net share settlement (in shares) | (134,713) | |||||||||
Shares withheld related to net share settlement | (185) | (185) | ||||||||
Net loss | $ (18,490) | (18,490) | ||||||||
Ending balance of common stock (in shares) at Mar. 31, 2023 | 76,552,595 | 76,552,595 | ||||||||
Ending balance of stockholders' equity at Mar. 31, 2023 | $ 164,695 | $ 8 | $ 437,677 | $ (6,262) | $ (266,728) |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Cash flows provided by (used in) operating activities | ||
Net loss | $ (18,490) | $ (11,572) |
Adjustments to reconcile net loss to net cash provided (used in) by operating activities | ||
Depreciation and amortization | 14,125 | 13,175 |
Amortization of deferred financing costs | 625 | 587 |
Non-cash reduction to the operating lease right-of-use assets | 539 | 587 |
Deferred income taxes | (1,994) | (3,296) |
Non-cash foreign currency loss | (395) | (3) |
Stock-based compensation | 2,570 | 2,050 |
Provision for doubtful accounts | (129) | 55 |
Change in fair value of warrant liability | (3) | (27) |
Change in operating assets and liabilities, net of operating assets and liabilities acquired: | ||
Accounts receivable | (3,227) | (2,635) |
Inventories | 1,302 | 4,994 |
Prepaid expenses and other current assets | 926 | 1,591 |
Accounts payable and accrued liabilities | 5,589 | (8,511) |
Deferred revenue | (108) | 132 |
Income taxes payable | 1,079 | (213) |
Operating lease liabilities | (496) | (894) |
Cash provided by (used in) operating activities | 1,912 | (3,980) |
Cash flows (used in) provided by investing activities | ||
Additions to intangible assets | (3,814) | (2,790) |
Additions to property and equipment | (1,025) | (635) |
Payments for acquisitions, net of cash acquired | 0 | (45,078) |
Cash flows (used in) provided by investing activities | (4,839) | (48,503) |
Cash flows (used in) provided by financing activities | ||
Repayment of term loan | (788) | (788) |
Repayment of other borrowings - notes payable | (536) | (118) |
Equity financing fees | 0 | (126) |
Payment of deferred financing costs | 0 | |
Payment of financing lease obligations | 0 | (66) |
Cash (used in) provided by financing activities | (1,324) | (1,550) |
Effect of exchange rate change on cash | 202 | (26) |
Change in Cash and Restricted cash | (4,049) | (54,059) |
Cash and Restricted Cash, beginning of period | 35,007 | 86,343 |
Cash and Restricted Cash, end of period | 30,961 | 32,284 |
Supplemental cash flow information: | ||
Interest paid | 11,357 | 7,717 |
Taxes paid (net of refunds) | 45 | 317 |
Non-cash investing and financing activities: | ||
Fair value of KORE common stock issued pursuant to acquisition | 0 | 23,295 |
ASU 2020-06 Adoption | 0 | 15,163 |
Operating lease right-of-use assets obtained in exchange for new operating lease liabilities upon the adoption of ASC 842 | 0 | 9,604 |
Operating lease right-of-use assets obtained in exchange for new operating lease liabilities | $ 0 | 420 |
Cumulative Effect, Period of Adoption, Adjusted Balance | ||
Cash flows (used in) provided by financing activities | ||
Payment of deferred financing costs | $ (452) |
Consolidated Balance Sheets_2
Consolidated Balance Sheets - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 | Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Dec. 31, 2021 | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Dec. 31, 2020 |
Current assets | ||||||||||
Cash | $ 30,600 | $ 34,645 | $ 42,925 | $ 40,441 | $ 31,914 | $ 85,976 | $ 72,689 | $ 8,300 | $ 13,134 | |
Accounts receivable, net | 48,055 | 44,538 | 41,712 | 51,044 | 57,439 | 51,615 | 52,895 | 47,841 | 42,358 | |
Inventories, net | 8,774 | 10,051 | 8,272 | 9,897 | 11,789 | 15,470 | 12,147 | 9,864 | 6,627 | |
Income taxes receivable | 424 | 502 | 1,532 | 901 | 1,225 | 934 | 704 | 724 | 327 | |
Prepaid expenses and other current assets | 12,625 | 13,484 | 12,930 | 8,703 | 7,274 | 7,363 | 14,960 | 14,726 | 9,908 | |
Total current assets | 100,478 | 103,220 | 107,371 | 110,986 | 109,641 | 161,358 | 153,395 | 81,455 | 72,354 | |
Non-current assets | ||||||||||
Restricted cash | 361 | 362 | 358 | 363 | 370 | 367 | 367 | 371 | 372 | |
Property and equipment, net | 12,137 | 11,899 | 12,141 | 11,890 | 12,167 | 12,240 | 12,630 | 12,606 | 13,338 | |
Intangibles assets, net | 183,252 | 192,504 | 200,398 | 210,946 | 221,856 | 202,550 | 211,688 | 221,024 | 228,939 | |
Goodwill | 369,870 | 369,706 | 427,057 | 427,579 | 428,153 | 383,415 | 383,643 | 383,880 | 383,736 | $ 384,202 |
Operating lease right-of-use assets | 9,501 | 10,019 | 10,430 | 8,110 | 8,565 | |||||
Deferred tax assets | 54 | 55 | 565 | 0 | ||||||
Other long-term assets | 876 | 971 | 653 | 381 | 401 | 407 | 458 | 3,531 | 2,595 | |
Total assets | 676,529 | 688,736 | 758,973 | 770,255 | 781,153 | 760,337 | 762,295 | 702,986 | 701,456 | |
Current liabilities | ||||||||||
Accounts payable | 23,264 | 17,835 | 18,201 | 19,288 | 19,901 | 16,004 | 20,522 | 23,181 | 19,515 | |
Accrued liabilities | 15,850 | 15,793 | 14,590 | 15,660 | 11,676 | 22,353 | ||||
Income taxes payable | 1,212 | 207 | 0 | 0 | 554 | 467 | 596 | 640 | 710 | |
Current portion of operating lease liabilities | 1,649 | 1,811 | 1,872 | 1,976 | 1,643 | |||||
Deferred revenue | 7,732 | 7,817 | 7,012 | 7,014 | 7,020 | 6,889 | 6,797 | 7,074 | 7,634 | |
Current portion of long-term debt and other borrowings, net | 5,370 | 5,345 | 5,319 | 3,165 | 3,206 | 3,326 | 3,153 | 3,153 | 3,153 | |
Total current liabilities | 55,077 | 48,808 | 46,994 | 47,103 | 44,000 | 49,039 | 59,101 | 70,066 | 61,279 | |
Non-current liabilities | ||||||||||
Deferred tax liabilities | 23,272 | 25,248 | 33,454 | 35,034 | 38,196 | 37,925 | 36,378 | 40,462 | 42,375 | |
Warrant liability | 30 | 33 | 33 | 153 | 259 | 286 | 273 | 13,561 | 13,520 | |
Long-term debt and other borrowings, net | 413,090 | 413,910 | 414,683 | 413,788 | 414,026 | 399,115 | 378,356 | 297,773 | 298,010 | |
Non-current portion of operating lease liabilities | 8,961 | 9,275 | 9,501 | 6,852 | 7,430 | |||||
Other long-term liabilities | 11,404 | 10,790 | 6,450 | |||||||
Total liabilities | 511,834 | 508,064 | 513,250 | 511,059 | 511,295 | 492,815 | 482,733 | 430,944 | 423,945 | |
Stockholders’ equity | ||||||||||
Common stock, voting; par value $0.0001 per share; 315,000,000 shares authorized, 76,292,241 and 72,027,743 shares issued and outstanding at December 31, 2022 and December 31, 2021 | 8 | 8 | 8 | 8 | 8 | 7 | 7 | 3 | 3 | |
Additional paid-in capital | 437,677 | 435,292 | 432,566 | 429,547 | 427,046 | 413,315 | 412,985 | 121,321 | 128,538 | |
Accumulated other comprehensive loss | (6,262) | (6,390) | (8,174) | (5,959) | (3,586) | (3,463) | (3,295) | (2,040) | (2,458) | |
Accumulated deficit | (266,728) | (248,238) | (178,677) | (164,400) | (153,610) | (142,337) | (130,135) | (125,762) | (119,560) | |
Total stockholders’ equity | 164,695 | 180,672 | 245,723 | 259,196 | 269,858 | 267,522 | 279,562 | (6,478) | 6,523 | $ 16,496 |
Total liabilities and stockholders’ equity | $ 676,529 | $ 688,736 | $ 758,973 | $ 770,255 | $ 781,153 | $ 760,337 | $ 762,295 | $ 702,986 | $ 701,456 |
Consolidated Balance Sheets (_2
Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Sep. 30, 2021 |
Statement of Financial Position [Abstract] | ||||
Allowance for doubtful accounts | $ 428 | $ 559 | $ 532 | |
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized (in shares) | 315,000,000 | 315,000,000 | 315,000,000 | |
Common stock, shares issued (in shares) | 76,552,595 | 76,292,241 | 72,027,743 | |
Common stock, shares outstanding (in shares) | 76,552,595 | 76,292,241 | 72,027,743 | 71,810,419 |
Consolidated Statements of Op_2
Consolidated Statements of Operations - USD ($) | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | ||||||||||
Mar. 31, 2023 | Dec. 31, 2022 | Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | |
Revenue | ||||||||||||||
Total revenue | $ 65,975,000 | $ 66,137,000 | $ 70,921,000 | $ 68,978,000 | $ 67,933,000 | $ 60,798,000 | $ 55,352,000 | $ 139,899,000 | $ 116,150,000 | $ 206,036,000 | $ 184,084,000 | $ 268,447,000 | $ 248,435,000 | |
Cost of revenue | ||||||||||||||
Total cost of revenue (exclusive of depreciation and amortization shown separately below) | 30,317,000 | 31,541,000 | 33,628,000 | 35,273,000 | 34,955,000 | 29,135,000 | 23,869,000 | 68,900,000 | 53,004,000 | 100,441,000 | 87,961,000 | 129,154,000 | 121,360,000 | |
Operating expenses | ||||||||||||||
Selling, general and administrative | 30,200,000 | 28,904,000 | 29,407,000 | 27,717,000 | 26,114,000 | 21,741,000 | 19,010,000 | 57,125,000 | 40,751,000 | 86,029,000 | 66,864,000 | 112,220,000 | 92,303,000 | |
Depreciation and amortization | 14,125,000 | 13,688,000 | 13,753,000 | 13,175,000 | 12,419,000 | 12,372,000 | 13,093,000 | 26,928,000 | 25,465,000 | 40,616,000 | 37,884,000 | 54,499,000 | 50,331,000 | |
Goodwill impairment | $ 58,100,000 | 58,074,000 | 0 | |||||||||||
Total operating expenses | 44,325,000 | 42,592,000 | 43,160,000 | 40,892,000 | 38,533,000 | 34,113,000 | 32,103,000 | 84,053,000 | 66,216,000 | 126,645,000 | 104,748,000 | 224,793,000 | 142,634,000 | |
Operating loss | (8,667,000) | (7,996,000) | (5,867,000) | (7,187,000) | (5,555,000) | (2,450,000) | (620,000) | (13,054,000) | (3,070,000) | (21,050,000) | (8,625,000) | (85,500,000) | (15,559,000) | |
Interest expense, including amortization of deferred financing costs, net | 10,195,000 | 8,206,000 | 7,297,000 | 6,624,000 | 5,589,000 | 5,506,000 | 5,059,000 | 13,921,000 | 10,565,000 | 22,127,000 | 16,155,000 | 31,371,000 | 23,260,000 | |
Change in fair value of warrant liability | (3,000) | (120,000) | (106,000) | (27,000) | (2,898,000) | 41,000 | (2,424,000) | (133,000) | (2,383,000) | (253,000) | (5,281,000) | (254,000) | (5,267,000) | |
Loss before income taxes | (18,859,000) | (16,082,000) | (13,058,000) | (13,784,000) | (8,246,000) | (7,997,000) | (3,255,000) | (26,842,000) | (11,252,000) | (42,924,000) | (19,499,000) | (116,617,000) | (33,552,000) | |
Income tax expense | (369,000) | (1,805,000) | (2,268,000) | (2,212,000) | (3,873,000) | (1,795,000) | (1,256,000) | (4,480,000) | (3,051,000) | (6,285,000) | (6,925,000) | (10,417,000) | (8,776,000) | |
Net loss | $ (18,490,000) | $ (14,277,000) | $ (10,790,000) | $ (11,572,000) | $ (4,373,000) | $ (6,202,000) | $ (1,999,000) | $ (22,362,000) | $ (8,201,000) | $ (36,639,000) | $ (12,574,000) | $ (106,200,000) | $ (24,776,000) | |
Loss per share: | ||||||||||||||
Basic (in dollars per share) | $ (0.24) | $ (0.19) | $ (0.14) | $ (0.16) | $ (0.26) | $ (0.43) | $ (0.30) | $ (0.30) | $ (0.73) | $ (0.48) | $ (0.98) | $ (1.40) | $ (1.04) | |
Diluted (in dollars per share) | $ (0.24) | $ (0.19) | $ (0.14) | $ (0.16) | $ (0.26) | $ (0.43) | $ (0.30) | $ (0.30) | $ (0.73) | $ (0.48) | $ (0.98) | $ (1.40) | $ (1.04) | |
Weighted average shares outstanding (in Number): | ||||||||||||||
Basic (in shares) | 76,524,735 | 76,240,530 | 76,239,989 | 74,040,261 | 32,098,715 | 31,647,131 | 31,647,131 | 75,146,201 | 31,647,131 | 75,514,986 | 31,799,313 | 75,710,904 | 41,933,050 | |
Diluted (in shares) | 76,524,735 | 76,240,530 | 76,239,989 | 74,040,261 | 32,098,715 | 31,647,131 | 31,647,131 | 75,146,201 | 31,647,131 | 75,514,986 | 31,799,313 | 75,710,904 | 41,933,050 | |
Services | ||||||||||||||
Revenue | ||||||||||||||
Total revenue | $ 47,550,000 | $ 46,448,000 | $ 47,805,000 | $ 47,543,000 | $ 48,483,000 | $ 46,430,000 | $ 45,117,000 | $ 95,348,000 | $ 91,547,000 | $ 141,796,000 | $ 140,031,000 | $ 188,985,000 | $ 188,180,000 | |
Cost of revenue | ||||||||||||||
Total cost of revenue (exclusive of depreciation and amortization shown separately below) | 16,543,000 | 16,581,000 | 16,610,000 | 17,550,000 | 17,370,000 | 17,624,000 | 15,943,000 | 34,159,000 | 33,567,000 | 50,740,000 | 50,938,000 | 67,268,000 | 69,385,000 | |
Products | ||||||||||||||
Revenue | ||||||||||||||
Total revenue | 18,425,000 | 19,689,000 | 23,116,000 | 21,435,000 | 19,450,000 | 14,368,000 | 10,235,000 | 44,551,000 | 24,603,000 | 64,240,000 | 44,053,000 | 79,462,000 | 60,255,000 | |
Cost of revenue | ||||||||||||||
Total cost of revenue (exclusive of depreciation and amortization shown separately below) | $ 13,774,000 | $ 14,960,000 | $ 17,018,000 | $ 17,723,000 | $ 17,585,000 | $ 11,511,000 | $ 7,926,000 | $ 34,741,000 | $ 19,437,000 | $ 49,701,000 | $ 37,023,000 | $ 61,886,000 | $ 51,975,000 |
Consolidated Statements of Co_2
Consolidated Statements of Comprehensive Loss - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | |||||||||
Mar. 31, 2023 | Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | |
Statement of Comprehensive Income [Abstract] | |||||||||||||
Net loss | $ (18,490) | $ (14,277) | $ (10,790) | $ (11,572) | $ (4,373) | $ (6,202) | $ (1,999) | $ (22,362) | $ (8,201) | $ (36,639) | $ (12,574) | $ (106,200) | $ (24,776) |
Other comprehensive loss: | |||||||||||||
Foreign currency translation adjustment | 128 | (2,215) | (2,373) | (123) | (1,255) | 418 | (896) | (2,496) | (478) | (4,711) | (1,733) | (2,927) | (1,901) |
Comprehensive loss | $ (18,362) | $ (16,492) | $ (13,163) | $ (11,695) | $ (5,628) | $ (5,784) | $ (2,895) | $ (24,858) | $ (8,679) | $ (41,350) | $ (14,307) | $ (109,127) | $ (26,677) |
Consolidated Statements of Temp
Consolidated Statements of Temporary Equity and Stockholders' Equity - USD ($) $ in Thousands | Total | Cumulative Effect, Period of Adoption, Adjustment | Cumulative Effect, Period of Adoption, Adjusted Balance | Series A Preferred Stock | Series A Preferred Stock Cumulative Effect, Period of Adoption, Adjusted Balance | Series A-1 Preferred Stock | Series A-1 Preferred Stock Cumulative Effect, Period of Adoption, Adjusted Balance | Series B Preferred Stock | Series B Preferred Stock Cumulative Effect, Period of Adoption, Adjusted Balance | Series C Convertible Preferred Stock | Series C Convertible Preferred Stock Cumulative Effect, Period of Adoption, Adjusted Balance | Common Stock | Common Stock Cumulative Effect, Period of Adoption, Adjusted Balance | Additional paid-in capital | Additional paid-in capital Cumulative Effect, Period of Adoption, Adjustment | Additional paid-in capital Cumulative Effect, Period of Adoption, Adjusted Balance | Accumulated Other Comprehensive Loss | Accumulated Other Comprehensive Loss Cumulative Effect, Period of Adoption, Adjusted Balance | Accumulated Deficit | Accumulated Deficit Cumulative Effect, Period of Adoption, Adjustment | Accumulated Deficit Cumulative Effect, Period of Adoption, Adjusted Balance |
Beginning balance of temporary equity (in shares) at Dec. 31, 2020 | 7,756,158 | 7,862,107 | 9,090,975 | 2,520,368 | |||||||||||||||||
Beginning balance of temporary equity at Dec. 31, 2020 | $ 263,595 | $ 77,562 | $ 78,621 | $ 90,910 | $ 16,502 | ||||||||||||||||
Increase (Decrease) in Temporary Equity [Roll Forward] | |||||||||||||||||||||
Accrued dividends payable (in shares) | 248,622 | 266,558 | 224,161 | ||||||||||||||||||
Accrued dividends payable | 7,393 | $ 2,486 | $ 2,666 | $ 2,241 | |||||||||||||||||
Ending balance of temporary equity (in shares) at Mar. 31, 2021 | 8,004,780 | 8,128,665 | 9,315,136 | 2,520,368 | |||||||||||||||||
Ending balance of temporary equity at Mar. 31, 2021 | 270,988 | $ 80,048 | $ 81,287 | $ 93,151 | $ 16,502 | ||||||||||||||||
Beginning balance of common stock (in shares) at Dec. 31, 2020 | 30,281,520 | ||||||||||||||||||||
Beginning balance of stockholders' equity at Dec. 31, 2020 | 16,496 | $ 3 | $ 135,616 | $ (1,562) | $ (117,561) | ||||||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||||||||||
Accrued dividends payable | (7,393) | (7,393) | |||||||||||||||||||
Foreign currency translation adjustment | (896) | (896) | |||||||||||||||||||
Share-based compensation | 315 | 315 | |||||||||||||||||||
Net loss | (1,999) | (1,999) | |||||||||||||||||||
Ending balance of common stock (in shares) at Mar. 31, 2021 | 30,281,520 | ||||||||||||||||||||
Ending balance of stockholders' equity at Mar. 31, 2021 | 6,523 | $ 3 | 128,538 | (2,458) | (119,560) | ||||||||||||||||
Beginning balance of temporary equity (in shares) at Dec. 31, 2020 | 7,756,158 | 7,862,107 | 9,090,975 | 2,520,368 | |||||||||||||||||
Beginning balance of temporary equity at Dec. 31, 2020 | 263,595 | $ 77,562 | $ 78,621 | $ 90,910 | $ 16,502 | ||||||||||||||||
Ending balance of temporary equity (in shares) at Jun. 30, 2021 | 8,256,165 | 8,398,185 | 9,547,376 | 2,520,368 | |||||||||||||||||
Ending balance of temporary equity at Jun. 30, 2021 | 278,520 | $ 82,562 | $ 83,982 | $ 95,474 | $ 16,502 | ||||||||||||||||
Beginning balance of common stock (in shares) at Dec. 31, 2020 | 30,281,520 | ||||||||||||||||||||
Beginning balance of stockholders' equity at Dec. 31, 2020 | 16,496 | $ 3 | 135,616 | (1,562) | (117,561) | ||||||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||||||||||
Foreign currency translation adjustment | (478) | ||||||||||||||||||||
Net loss | (8,201) | ||||||||||||||||||||
Ending balance of common stock (in shares) at Jun. 30, 2021 | 30,281,520 | ||||||||||||||||||||
Ending balance of stockholders' equity at Jun. 30, 2021 | (6,478) | $ 3 | 121,321 | (2,040) | (125,762) | ||||||||||||||||
Beginning balance of temporary equity (in shares) at Dec. 31, 2020 | 7,756,158 | 7,862,107 | 9,090,975 | 2,520,368 | |||||||||||||||||
Beginning balance of temporary equity at Dec. 31, 2020 | 263,595 | $ 77,562 | $ 78,621 | $ 90,910 | $ 16,502 | ||||||||||||||||
Ending balance of temporary equity (in shares) at Sep. 30, 2021 | 0 | 0 | 0 | 0 | |||||||||||||||||
Ending balance of temporary equity at Sep. 30, 2021 | 0 | $ 0 | $ 0 | $ 0 | $ 0 | ||||||||||||||||
Beginning balance of common stock (in shares) at Dec. 31, 2020 | 30,281,520 | ||||||||||||||||||||
Beginning balance of stockholders' equity at Dec. 31, 2020 | 16,496 | $ 3 | 135,616 | (1,562) | (117,561) | ||||||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||||||||||
Foreign currency translation adjustment | (1,733) | ||||||||||||||||||||
Net loss | $ (12,574) | ||||||||||||||||||||
Ending balance of common stock (in shares) at Sep. 30, 2021 | 71,810,419 | 71,827,317 | |||||||||||||||||||
Ending balance of stockholders' equity at Sep. 30, 2021 | $ 279,562 | $ 7 | 412,985 | (3,295) | (130,135) | ||||||||||||||||
Beginning balance of temporary equity (in shares) at Dec. 31, 2020 | 7,756,158 | 7,862,107 | 9,090,975 | 2,520,368 | |||||||||||||||||
Beginning balance of temporary equity at Dec. 31, 2020 | 263,595 | $ 77,562 | $ 78,621 | $ 90,910 | $ 16,502 | ||||||||||||||||
Increase (Decrease) in Temporary Equity [Roll Forward] | |||||||||||||||||||||
Accrued dividends payable (in shares) | 765,609 | 824,076 | 692,543 | ||||||||||||||||||
Accrued dividends payable | 22,822 | $ 7,656 | $ 8,241 | $ 6,925 | |||||||||||||||||
Distributions to and conversions of preferred stock (in shares) | (8,521,767) | (8,686,183) | (9,783,518) | (2,520,368) | |||||||||||||||||
Distributions to and conversions of preferred stock | (286,417) | $ (85,218) | $ (86,862) | $ (97,835) | $ (16,502) | ||||||||||||||||
Ending balance of temporary equity (in shares) at Dec. 31, 2021 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | |||||||||||||
Ending balance of temporary equity at Dec. 31, 2021 | 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | |||||||||||
Beginning balance of common stock (in shares) at Dec. 31, 2020 | 30,281,520 | ||||||||||||||||||||
Beginning balance of stockholders' equity at Dec. 31, 2020 | 16,496 | $ 3 | 135,616 | (1,562) | (117,561) | ||||||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||||||||||
Accrued dividends payable | (22,822) | (22,822) | |||||||||||||||||||
Foreign currency translation adjustment | (1,901) | (1,901) | |||||||||||||||||||
Share-based compensation (in shares) | 200,426 | ||||||||||||||||||||
Share-based compensation | (1,856) | (1,856) | |||||||||||||||||||
Distributions to and conversions of preferred stock (in shares) | 7,120,368 | ||||||||||||||||||||
Distributions to and conversions of preferred stock | 56,503 | $ 1 | 56,502 | ||||||||||||||||||
CTAC shares recapitalized, net of equity issuance costs (in shares) | 10,373,491 | ||||||||||||||||||||
CTAC shares recapitalized, net of equity issuance costs | 6,429 | $ 1 | 6,428 | ||||||||||||||||||
Conversion of KORE warrants (in shares) | 1,365,612 | ||||||||||||||||||||
Conversion of KORE warrants | 10,663 | 10,663 | |||||||||||||||||||
Private offering and merger financing, net of equity issuance costs (in shares) | 22,686,326 | ||||||||||||||||||||
Private offering and merger financing, net of equity issuance costs | 216,546 | $ 2 | 216,544 | ||||||||||||||||||
Equity portion of convertible debt, net of issuance costs | 12,240 | 12,240 | |||||||||||||||||||
Net loss | $ (24,776) | (24,776) | |||||||||||||||||||
Ending balance of common stock (in shares) at Dec. 31, 2021 | 72,027,743 | 72,027,743 | 72,027,743 | ||||||||||||||||||
Ending balance of stockholders' equity at Dec. 31, 2021 | $ 267,522 | $ (11,314) | 256,208 | $ 7 | $ 7 | 413,315 | $ (11,613) | $ 401,702 | (3,463) | $ (3,463) | (142,337) | $ 299 | $ (142,038) | ||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||||||||||
Accounting Standards Update [Extensible Enumeration] | Accounting Standards Update 2020-06 | ||||||||||||||||||||
Beginning balance of temporary equity (in shares) at Mar. 31, 2021 | 8,004,780 | 8,128,665 | 9,315,136 | 2,520,368 | |||||||||||||||||
Beginning balance of temporary equity at Mar. 31, 2021 | $ 270,988 | $ 80,048 | $ 81,287 | $ 93,151 | $ 16,502 | ||||||||||||||||
Increase (Decrease) in Temporary Equity [Roll Forward] | |||||||||||||||||||||
Accrued dividends payable (in shares) | 251,385 | 269,520 | 232,240 | ||||||||||||||||||
Accrued dividends payable | 7,532 | $ 2,514 | $ 2,695 | $ 2,323 | |||||||||||||||||
Ending balance of temporary equity (in shares) at Jun. 30, 2021 | 8,256,165 | 8,398,185 | 9,547,376 | 2,520,368 | |||||||||||||||||
Ending balance of temporary equity at Jun. 30, 2021 | 278,520 | $ 82,562 | $ 83,982 | $ 95,474 | $ 16,502 | ||||||||||||||||
Beginning balance of common stock (in shares) at Mar. 31, 2021 | 30,281,520 | ||||||||||||||||||||
Beginning balance of stockholders' equity at Mar. 31, 2021 | 6,523 | $ 3 | 128,538 | (2,458) | (119,560) | ||||||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||||||||||
Accrued dividends payable | (7,532) | (7,532) | |||||||||||||||||||
Foreign currency translation adjustment | 418 | 418 | |||||||||||||||||||
Share-based compensation | 315 | 315 | |||||||||||||||||||
Net loss | (6,202) | (6,202) | |||||||||||||||||||
Ending balance of common stock (in shares) at Jun. 30, 2021 | 30,281,520 | ||||||||||||||||||||
Ending balance of stockholders' equity at Jun. 30, 2021 | (6,478) | $ 3 | 121,321 | (2,040) | (125,762) | ||||||||||||||||
Increase (Decrease) in Temporary Equity [Roll Forward] | |||||||||||||||||||||
Accrued dividends payable (in shares) | 265,602 | 287,998 | 236,142 | ||||||||||||||||||
Accrued dividends payable | 7,897 | $ 2,656 | $ 2,880 | $ 2,361 | |||||||||||||||||
Distributions to and conversions of preferred stock (in shares) | (8,521,767) | (8,686,183) | (9,783,518) | (2,520,368) | |||||||||||||||||
Distributions to and conversions of preferred stock | (286,417) | $ (85,218) | $ (86,862) | $ (97,835) | $ (16,502) | ||||||||||||||||
Ending balance of temporary equity (in shares) at Sep. 30, 2021 | 0 | 0 | 0 | 0 | |||||||||||||||||
Ending balance of temporary equity at Sep. 30, 2021 | 0 | $ 0 | $ 0 | $ 0 | $ 0 | ||||||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||||||||||
Accrued dividends payable | (7,897) | (7,897) | |||||||||||||||||||
Foreign currency translation adjustment | (1,255) | (1,255) | |||||||||||||||||||
Share-based compensation | (3,519) | (3,519) | |||||||||||||||||||
Distributions to and conversions of preferred stock (in shares) | 7,120,368 | ||||||||||||||||||||
Distributions to and conversions of preferred stock | 56,503 | $ 1 | 56,502 | ||||||||||||||||||
CTAC shares recapitalized, net of equity issuance costs (in shares) | 10,373,491 | ||||||||||||||||||||
CTAC shares recapitalized, net of equity issuance costs | 6,457 | $ 1 | 6,456 | ||||||||||||||||||
Conversion of KORE warrants (in shares) | 1,365,612 | ||||||||||||||||||||
Conversion of KORE warrants | 10,663 | 10,663 | |||||||||||||||||||
Private offering and merger financing, net of equity issuance costs (in shares) | 22,686,326 | ||||||||||||||||||||
Private offering and merger financing, net of equity issuance costs | 216,951 | $ 2 | 216,949 | ||||||||||||||||||
Equity portion of convertible debt, net of issuance costs | 12,510 | 12,510 | |||||||||||||||||||
Net loss | $ (4,373) | (4,373) | |||||||||||||||||||
Ending balance of common stock (in shares) at Sep. 30, 2021 | 71,810,419 | 71,827,317 | |||||||||||||||||||
Ending balance of stockholders' equity at Sep. 30, 2021 | $ 279,562 | $ 7 | 412,985 | (3,295) | (130,135) | ||||||||||||||||
Beginning balance of temporary equity (in shares) at Dec. 31, 2021 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | |||||||||||||
Beginning balance of temporary equity at Dec. 31, 2021 | $ 0 | 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | |||||||||||
Beginning balance of common stock (in shares) at Dec. 31, 2021 | 72,027,743 | 72,027,743 | 72,027,743 | ||||||||||||||||||
Beginning balance of stockholders' equity at Dec. 31, 2021 | $ 267,522 | (11,314) | 256,208 | $ 7 | $ 7 | 413,315 | (11,613) | 401,702 | (3,463) | (3,463) | (142,337) | 299 | (142,038) | ||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||||||||||
Common stock issued pursuant to acquisition (in shares) | 4,212,246 | ||||||||||||||||||||
Common stock issued pursuant to acquisition | 23,295 | $ 1 | 23,294 | ||||||||||||||||||
Foreign currency translation adjustment | (123) | (123) | |||||||||||||||||||
Share-based compensation | 2,050 | 2,050 | |||||||||||||||||||
Net loss | (11,572) | (11,572) | |||||||||||||||||||
Ending balance of common stock (in shares) at Mar. 31, 2022 | 76,239,989 | ||||||||||||||||||||
Ending balance of stockholders' equity at Mar. 31, 2022 | 269,858 | $ 8 | 427,046 | (3,586) | (153,610) | ||||||||||||||||
Beginning balance of temporary equity (in shares) at Dec. 31, 2021 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | |||||||||||||
Beginning balance of temporary equity at Dec. 31, 2021 | $ 0 | 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | |||||||||||
Beginning balance of common stock (in shares) at Dec. 31, 2021 | 72,027,743 | 72,027,743 | 72,027,743 | ||||||||||||||||||
Beginning balance of stockholders' equity at Dec. 31, 2021 | $ 267,522 | (11,314) | 256,208 | $ 7 | $ 7 | 413,315 | (11,613) | 401,702 | (3,463) | (3,463) | (142,337) | 299 | (142,038) | ||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||||||||||
Foreign currency translation adjustment | (2,496) | ||||||||||||||||||||
Net loss | (22,362) | ||||||||||||||||||||
Ending balance of common stock (in shares) at Jun. 30, 2022 | 76,239,989 | ||||||||||||||||||||
Ending balance of stockholders' equity at Jun. 30, 2022 | 259,196 | $ 8 | 429,547 | (5,959) | (164,400) | ||||||||||||||||
Beginning balance of temporary equity (in shares) at Dec. 31, 2021 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | |||||||||||||
Beginning balance of temporary equity at Dec. 31, 2021 | $ 0 | 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | |||||||||||
Beginning balance of common stock (in shares) at Dec. 31, 2021 | 72,027,743 | 72,027,743 | 72,027,743 | ||||||||||||||||||
Beginning balance of stockholders' equity at Dec. 31, 2021 | $ 267,522 | (11,314) | 256,208 | $ 7 | $ 7 | 413,315 | (11,613) | 401,702 | (3,463) | (3,463) | (142,337) | 299 | (142,038) | ||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||||||||||
Foreign currency translation adjustment | (4,711) | ||||||||||||||||||||
Net loss | (36,639) | ||||||||||||||||||||
Ending balance of common stock (in shares) at Sep. 30, 2022 | 76,292,241 | ||||||||||||||||||||
Ending balance of stockholders' equity at Sep. 30, 2022 | 245,723 | $ 8 | 432,566 | (8,174) | (178,677) | ||||||||||||||||
Beginning balance of temporary equity (in shares) at Dec. 31, 2021 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | |||||||||||||
Beginning balance of temporary equity at Dec. 31, 2021 | 0 | 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | |||||||||||
Ending balance of temporary equity (in shares) at Dec. 31, 2022 | 0 | 0 | 0 | 0 | |||||||||||||||||
Ending balance of temporary equity at Dec. 31, 2022 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | ||||||||||||||||
Beginning balance of common stock (in shares) at Dec. 31, 2021 | 72,027,743 | 72,027,743 | 72,027,743 | ||||||||||||||||||
Beginning balance of stockholders' equity at Dec. 31, 2021 | $ 267,522 | $ (11,314) | $ 256,208 | $ 7 | $ 7 | 413,315 | $ (11,613) | $ 401,702 | (3,463) | $ (3,463) | (142,337) | $ 299 | $ (142,038) | ||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||||||||||
Common stock issued pursuant to acquisition (in shares) | 4,212,246 | ||||||||||||||||||||
Common stock issued pursuant to acquisition | 23,295 | $ 1 | 23,294 | ||||||||||||||||||
Foreign currency translation adjustment | (2,927) | (2,927) | |||||||||||||||||||
Share-based compensation | 10,296 | 10,296 | |||||||||||||||||||
Vesting of restricted stock units (in shares) | 52,252 | ||||||||||||||||||||
Net loss | $ (106,200) | (106,200) | |||||||||||||||||||
Ending balance of common stock (in shares) at Dec. 31, 2022 | 76,292,241 | 76,292,241 | |||||||||||||||||||
Ending balance of stockholders' equity at Dec. 31, 2022 | $ 180,672 | $ 8 | 435,292 | (6,390) | (248,238) | ||||||||||||||||
Beginning balance of common stock (in shares) at Mar. 31, 2022 | 76,239,989 | ||||||||||||||||||||
Beginning balance of stockholders' equity at Mar. 31, 2022 | 269,858 | $ 8 | 427,046 | (3,586) | (153,610) | ||||||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||||||||||
Foreign currency translation adjustment | (2,373) | (2,373) | |||||||||||||||||||
Share-based compensation | 2,501 | 2,501 | |||||||||||||||||||
Net loss | (10,790) | (10,790) | |||||||||||||||||||
Ending balance of common stock (in shares) at Jun. 30, 2022 | 76,239,989 | ||||||||||||||||||||
Ending balance of stockholders' equity at Jun. 30, 2022 | 259,196 | $ 8 | 429,547 | (5,959) | (164,400) | ||||||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||||||||||
Foreign currency translation adjustment | (2,215) | (2,215) | |||||||||||||||||||
Share-based compensation | 3,019 | 3,019 | |||||||||||||||||||
Vesting of restricted stock units (in shares) | 52,252 | ||||||||||||||||||||
Net loss | (14,277) | (14,277) | |||||||||||||||||||
Ending balance of common stock (in shares) at Sep. 30, 2022 | 76,292,241 | ||||||||||||||||||||
Ending balance of stockholders' equity at Sep. 30, 2022 | $ 245,723 | $ 8 | 432,566 | (8,174) | (178,677) | ||||||||||||||||
Beginning balance of common stock (in shares) at Dec. 31, 2022 | 76,292,241 | 76,292,241 | |||||||||||||||||||
Beginning balance of stockholders' equity at Dec. 31, 2022 | $ 180,672 | $ 8 | 435,292 | (6,390) | (248,238) | ||||||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||||||||||
Foreign currency translation adjustment | 128 | 128 | |||||||||||||||||||
Share-based compensation | 2,570 | 2,570 | |||||||||||||||||||
Net loss | $ (18,490) | (18,490) | |||||||||||||||||||
Ending balance of common stock (in shares) at Mar. 31, 2023 | 76,552,595 | 76,552,595 | |||||||||||||||||||
Ending balance of stockholders' equity at Mar. 31, 2023 | $ 164,695 | $ 8 | $ 437,677 | $ (6,262) | $ (266,728) |
Consolidated Statements of Ca_2
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Cash flows provided by (used in) operating activities | ||
Net loss | $ (106,200,000) | $ (24,776,000) |
Adjustments to reconcile net loss to net cash provided (used in) by operating activities | ||
Depreciation and amortization | 54,499,000 | 50,331,000 |
Goodwill impairment loss | 58,074,000 | 0 |
Amortization of deferred financing costs | 2,427,000 | 2,097,000 |
Amortization of discount on Backstop Notes | 0 | 424,000 |
Non-cash reduction to the operating lease right-of-use assets | 2,218,000 | 0 |
Deferred income taxes | (16,189,000) | (9,691,000) |
Non-cash foreign currency loss | 14,000 | 344,000 |
Stock-based compensation | 10,296,000 | 4,564,000 |
Provision for doubtful accounts | 415,000 | 322,000 |
Change in fair value of warrant liability | (254,000) | (5,267,000) |
Change in operating assets and liabilities, net of operating assets and liabilities acquired: | ||
Accounts receivable | 8,962,000 | (12,102,000) |
Inventories | 6,542,000 | (9,875,000) |
Prepaid expenses and other current assets | (1,992,000) | (1,244,000) |
Accounts payable and accrued liabilities | (2,116,000) | (8,419,000) |
Deferred revenue | 980,000 | (805,000) |
Income taxes payable | 148,000 | (661,000) |
Operating lease liabilities | (1,468,000) | |
Cash provided by (used in) operating activities | 16,356,000 | (14,758,000) |
Cash flows (used in) provided by investing activities | ||
Additions to intangible assets | (13,238,000) | (9,247,000) |
Additions to property and equipment | (3,307,000) | (4,172,000) |
Payments for acquisitions, net of cash acquired | (46,002,000) | 0 |
Cash flows (used in) provided by investing activities | (62,547,000) | (13,419,000) |
Cash flows (used in) provided by financing activities | ||
Proceeds from revolving credit facility | 0 | 25,000,000 |
Repayment on revolving credit facility | 0 | (25,000,000) |
Repayment of term loan | (3,153,000) | (3,161,000) |
Repayment of other borrowings - notes payable | (1,035,000) | (173,000) |
Proceeds from convertible debt | 0 | 104,167,000 |
Proceeds from equity portion of convertible debt, net of issuance costs | 0 | 15,697,000 |
Payment of deferred financing costs | (356,000) | (1,579,000) |
Repayment of related party note | 0 | (1,538,000) |
Proceeds from CTAC and PIPE financing, net of issuance costs | 0 | 223,688,000 |
Settlements of preferred shares | 0 | (229,915,000) |
Payment of financing lease obligations | (150,000) | |
Payment of capital lease obligations | (828,000) | |
Payment of stock option share employee withholding taxes | 0 | (2,305,000) |
Cash (used in) provided by financing activities | (4,694,000) | 104,053,000 |
Effect of exchange rate change on cash | (451,000) | (226,000) |
Change in Cash and Restricted cash | (51,336,000) | 75,650,000 |
Cash and Restricted Cash, beginning of period | 86,343,000 | 10,693,000 |
Cash and Restricted Cash, end of period | 35,007,000 | 86,343,000 |
Non-cash investing and financing activities: | ||
Fair value of KORE common stock issued pursuant to acquisition | 23,295,000 | 0 |
ASU 2020-06 Adoption | 15,163,000 | |
Operating lease right-of-use assets obtained in exchange for new operating lease liabilities upon the adoption of ASC 842 | 9,604,000 | |
Operating lease right-of-use assets obtained in exchange for new operating lease liabilities | 3,409,000 | |
Premium finance agreement | 3,621,000 | 0 |
Equity financing fees accrued | 0 | 3,602,000 |
Common shares issued to preferred shareholders | 0 | 56,502,000 |
Equity financing fees settled in common shares | 0 | 1,863,000 |
Common shares issued to warrant holders | 0 | 10,663,000 |
Common shares issued to option holders pursuant to the Cancellation Agreements | 0 | 1,072,000 |
Sponsor shares distributed to lender under Backstop Agreement | 0 | 683,000 |
Supplemental cash flow information: | ||
Interest paid | 29,199,000 | 19,874,000 |
Taxes paid (net of refunds) | $ 2,119,000 | $ 957,000 |
Consolidated Statements of Te_2
Consolidated Statements of Temporary Equity and Stockholders' Equity (Parenthetical) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2021 | |
Statement of Stockholders' Equity [Abstract] | ||
Equity issuance costs of CTAC shares recapitalized | $ 15,912 | $ 15,943 |
Equity issuance costs of private offering and merger financing | 7,718 | 8,123 |
Issuance costs of equity portion of convertible debt | $ 224 | 384 |
Sponsor shares of equity portion of convertible debt | 683 | |
Deferred tax liability of equity portion of convertible debt | $ 3,999 |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
Accounting Policies [Abstract] | ||
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 1 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation and Principles of Consolidation The accompanying 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 regulations 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. KORE Group Holdings, Inc. and its Subsidiaries (“the Company”) use the same accounting policies in preparing quarterly and annual financial statements. Therefore, these consolidated financial statements and accompanying notes should be read in conjunction with the consolidated financial statements and accompanying notes included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022. All significant intercompany balances and transactions have been eliminated. In the opinion of management, the accompanying consolidated financial statements reflect all normal recurring adjustments necessary to present fairly the financial position, results of operations, comprehensive loss, 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 2023 or any future period. Recently Adopted Accounting Pronouncements The Company considers the applicability and impact of all ASUs issued by the FASB. ASUs not listed below were assessed and determined to be either not applicable or did not have a material impact on the Company's consolidated financial statements. The following ASUs have been adopted by the Company since the Company’s last Annual Report on Form 10-K. ASU 2016-13, Financial Instruments—Credit Losses: Measurement of Credit Losses on Financial Instruments The Company adopted ASU 2016-13, on January 1, 2023, utilizing the modified retrospective method. The adoption of ASU 2016-13 modified the measurement of expected credit losses on certain financial instruments such as trade receivables that result from revenue transactions within the scope of ASC 606. The Company adopted ASU 2016-13 utilizing the loss rate method which considers historical loss rates, adjusted for current conditions, and reasonable and supportable forecasts to its trade receivable balances. The adoption of ASU 2016-13 did not have a material impact on the Company’s consolidated financial statements. ASU 2022-04, Liabilities—Supplier Finance Programs (Topic 405-50) - Disclosure of Supplier Finance Program Obligations The Company adopted ASU 2022-04, on January 1, 2023, except for the annual roll forward requirement which is effective for fiscal years beginning after December 15, 2023. The standard requires entities that use supplier finance programs to disclose the key terms, including a description of payment terms, the confirmed amount outstanding under the program at the end of each reporting period, a description of where those obligations are presented on the balance sheet, and an annual roll forward, including the amount of obligations confirmed and the amount paid during the period. The guidance does not affect the recognition, measurement, or financial statement presentation of obligations covered by supplier finance programs. See Note 5 for details of the program under the Premium Finance Agreement. Recently Issued Accounting Pronouncements The Company considers the applicability and impact of all ASUs issued by the FASB. ASUs not listed here were assessed and determined to be either not applicable or are not expected to have a material impact on the Company's consolidated financial statements. | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The Company’s consolidated financial statements are expressed in U.S. dollars and have been prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”). Intercompany balances and transactions were eliminated upon consolidation. The preparation of consolidated financial statements in conformity with US GAAP requires management to make use of estimates and assumptions that affect the reported amounts and disclosures. The Business Combination was accounted for as a reverse recapitalization as pre-combination KORE was determined to be the accounting acquirer under Financial Accounting Standard Board's ("FASB") ASC Topic 805, Business Combination (“ASC 805”). Pre-combination KORE was determined to be the accounting acquirer based on the evaluation of the following facts and circumstances: • the equity holders of pre-combination KORE held the majority (54%) of voting rights in the Company; • the senior management of pre-combination KORE became the senior management of the Company; • in comparison with CTAC, pre-combination KORE has significantly more revenues and total assets and a larger net loss; and, • the operations of pre-combination KORE comprise the ongoing operations of the Company, and the Company assumed pre-Combination KORE’s headquarters. Accordingly, for accounting purposes, the financial statements of the Company represent a continuation of the financial statements of pre-combination KORE with the acquisition being treated as the equivalent of pre-combination KORE issuing stock for the net assets of CTAC, accompanied by a recapitalization. The net assets of CTAC were stated at historical cost, with no goodwill or other intangible assets recorded. Pre-combination KORE was deemed to be the predecessor and the consolidated assets and liabilities and results of operations prior to September 30, 2021 are those of pre-combination KORE. Reported shares and earnings per share available to common stockholders, prior to the Business Combination, have been retroactively restated to reflect the exchange ratio established in the merger agreement. The number of shares of preferred stock was also retroactively restated based on the exchange ratio. Foreign Currency The functional currency of the Company’s foreign subsidiaries is generally the local currency. Any transactions recorded in the Company’s foreign subsidiaries denominated in a currency other than the local currency are remeasured using current exchange rates each reporting period with the resulting unrealized gains or losses being included in selling, general and administrative expenses in the consolidated statements of operations. For consolidation purposes, all assets and liabilities denominated in a foreign currency are translated into U.S. dollars at the exchange rate on the balance sheet date. Revenues and expenses are translated at the average exchange rate during the period. Equity transactions are translated using historical exchange rates. Adjustments resulting from translating foreign functional currency financial statements into U.S. dollars are recorded as part of a separate component of stockholders’ equity and reported in the consolidated statements of comprehensive loss. Segments Operating segments are defined as components of an entity for which separate financial information is available and that is regularly reviewed by the CODM in deciding how to allocate resources to the individual segment and in assessing performance. The Company’s CODM is its Chief Executive Officer. The Company has determined that it operates in one operating segment and one reportable segment, as the CODM reviews financial information presented on a consolidated basis for purposes of making operating decisions, allocating resources, and evaluating financial performance. Use of Estimates The preparation of consolidated financial statements, in conformity with US GAAP, requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and disclosure of contingent assets and liabilities at the date of the consolidated financial statements relate to the following; (1) revenue recognition such as determining the nature and timing of the satisfaction of performance obligations, (2) revenue reserves, (3) allowances for accounts receivable, (4) inventory obsolescence, (5) the measurement of assets acquired and liabilities assumed in business combinations at fair value, (6) assessment of indicators of goodwill impairment and the determination of the fair value of the Company’s reporting unit, (7) determination of useful lives of the Company’s intangible assets and equipment, (8) the assessment of expected cash flows used in evaluating long-lived assets for impairment, (9) the calculation of capitalized software costs, and (10) accounting for uncertainties in income tax positions. 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. Revenue Recognition We recognize revenue under ASC 606, Revenue from Contracts with Customers by apply the following steps: (1) identify the contract with a customer; (2) identify the performance obligations in the contract; (3) determine the transaction price; (4) allocate the transaction price to the performance obligations in the contract; and (5) recognize revenue when, or as, the Company satisfies a performance obligation. Payments are generally due and received within 30-60 days from the point of billing customers. The Company derives revenues primarily from IoT Connectivity and IoT Solutions. Connectivity arrangements provide customers with secure and reliable wireless connectivity to mobile and fixed devices through various mobile network carriers. Revenue from IoT Connectivity consists of monthly recurring charges (“MRC’s”) and overage/usage charges, and contracts are generally short-term in nature (i.e., month-to-month arrangements). Revenue for MRC’s and overage/usage charges are recognized over time as the Company satisfies the performance obligation (generally starting when an enrolled device is activated on the Company’s platform). Most of the MRC’s are billed monthly in advance (generally in the last week of a month); any amounts billed for which the service has not been provided as of the balance sheet dates are reported as a contract liability and components of deferred revenue. Overage/usage charges are billed in arrears on a monthly cycle. Overage/usage charges are evaluated on a monthly basis, and any overage/usage charges determined by management as unlikely to be collected due to a customer disputing the charge or due to a concession are reserved. Reserved items are written off when deemed uncollectible or recognized as revenue if collected. Certain IoT Connectivity customers also have the option to purchase products and/or equipment (e.g. subscriber identification module or “SIM” cards, routers, phones, or tablets) from the Company on an as needed basis. Product sales to IoT Connectivity customers are recognized when control is transferred to the customer, which is typically upon shipment of the product. IoT Solutions arrangements include 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 (“SSPs”). When available, the Company uses observable prices to determine SSPs. When observable prices are not available, SSPs are established that reflect the Company's best estimates of what the selling price of the performance obligations would be if they were sold regularly on a stand-alone basis. The Company's process for estimating SSPs without observable prices consider multiple factors that may vary depending upon the unique facts and circumstances related to each performance obligation including, where applicable, prices charged by the Company for similar offerings, market trends in the pricing for similar offerings, product-specific business objectives and the estimated cost to provide the performance obligation. Hardware, deployment services, and connectivity services generally have readily observable prices. The standalone selling price of our warehouse management services (which is associated with our bill-and-hold inventory and determined to be immaterial as discussed below) was determined using a cost-plus-margin approach with the primary assumptions including Company profit objectives, internal cost structure, and current market trends. Device and other hardware sales in IoT Solutions arrangements are generally accounted for as separate contracts since the customer is not obligated to purchase additional services when committing to the purchase of any products. Such sales are typically recognized upon shipment to the customer. However, in certain contracts, the customer has requested the Company to hold the products ordered for later shipment to the customer’s remote location or to the customer’s end user as a part of a vendor managed inventory model. In these situations, management has concluded that transfer of control to the customer occurs prior to shipment. In these “bill-and-hold” arrangements, the right to invoice, transfer of legal title and transfer of the risk and rewards associated with the products occurs when the Company receives the hardware from a third-party vendor and has deemed it to be functional. Additionally, the products are identified both physically and systematically as belonging to a specific customer, are usable by the customer, and are only shipped, used, or disposed as directed by the specific customer. Based on these factors, management recognizes revenue on bill-and-hold hardware when the hardware is received by the Company and deemed functional. As part of the bill-and-hold arrangements, the Company performs a service related to the storage of the hardware. The Company has determined that any storage fee related to bill-and-hold inventory is immaterial to the consolidated financial statements taken as a whole. Deployment services consist of the Company preparing hardware owned by a customer for use by a customer’s end user. Deployment and connectivity may both be included within a single IoT Solutions contract and are considered separate performance obligations. While consideration for deployment services is generally fixed when ordered by the client, consideration for connectivity services is variable and solely related to the connectivity services. Therefore, the fixed consideration is allocated to the deployment services and is recognized as revenue when the services are provided (i.e. when the related hardware is shipped to the customer). Connectivity within IoT Solutions contracts are recognized similar to the IoT Connectivity as described above, since such contracts are generally short term in nature and variability is resolved each month as the services are provided. Professional services are generally provided over a contract term of one to two months. Revenue is recognized over time on an input method basis (typically, based on hours completed to date and an estimate of total hours to complete the project). There are no material instances where variable consideration is constrained and not recorded at the initial time of sale. Product returns are recorded as a reduction to revenue based on anticipated sales returns that occur in the normal course of business and are immaterial for the years ended December 31, 2022, and 2021. 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 years presented. Additionally, the Company does not have material costs related to obtaining a contract with amortization periods greater than one year for any of the years presented. Overage usage charges are evaluated on a monthly basis, and any overage/usage charges determined by management as unlikely to be collected due to a customer disputing the charge or due to a concession are reserved in the month billed and are not initially recognized as revenue. These amounts are netted against accounts receivable and reversed when credited to the customer account, generally no longer than one to two months after initial billing. The Company applies ASC 606 utilizing the following allowable exemptions or practical expedients: • Exemption to not disclose the unfulfilled performance obligation balance for contracts with an original length of one year or less. • Practical expedient to recognize the incremental costs of obtaining a contract as an expense when incurred if the amortization period of the asset that the entity otherwise would have recognized is one year or less. • Election to present revenue net of sales taxes and other similar taxes. • Election from recognizing shipping and handling activities as a separate performance obligation. • Practical expedient not requiring the entity to adjust the promised amount of consideration for the effects of a significant financing component if the entity expects, at contract inception, that the period between when the entity transfers a promised good or service to a customer and when the customer pays for that good or service will be one year or less. Restricted Cash 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 Cash is a financial instrument that is potentially subject to concentrations of credit risk. The Company’s cash is 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 is held. The Company has no other financial instruments with off-balance-sheet risk of loss. Accounts Receivable, Net of Allowance for Doubtful Accounts The carrying amount of accounts receivable is reduced by a valuation allowance that reflects management’s best estimate of the amounts that will not be collected. Management reviews all accounts receivable balances that exceed terms from the invoice date individually, and based on an assessment of current creditworthiness, past payment history, and historical loss experience, and provides an allowance for the portion, if any, of the balance not expected to be collected. All accounts or portions thereof considered uncollectible or require excessive collection costs are written off to the allowance for doubtful accounts and recorded under selling, general and administrative expense in the consolidated statements of operations. Inventories The Company records its inventory, which primarily consists of finished goods such as SIM cards, other hardware and packaging materials, using the first-in, first-out method, except for certain legacy acquisition that use weighted average cost method to account for approximately 14% of the total consolidated inventory. Certain items in inventory require limited assembly procedures to be performed before shipping the items to customers. Due to the insignificant nature and cost associated with the assembly procedures, the Company classifies these items as finished goods. Inventories are stated at the lower of cost or net realizable value. The Company performs ongoing evaluations and maintains a reserve if necessary for slow-moving and obsolete items, based upon factors surrounding the inventory age, amount of inventory on hand and projected sales. Property and Equipment The Company’s property and equipment primarily consist of computer hardware and software, networking equipment as well as furniture and fixtures. Property and equipment are recorded at cost and are depreciated over their estimated useful lives using the declining-balance method at the following annual rates: Computer hardware and software 30 % Networking equipment 20 % Furniture and fixtures 20 % Maintenance, repairs, and ordinary replacements are recorded under selling, general and administrative expenses in the consolidated statement of operations as incurred. Expenditures for improvements that extend the physical or economic life of the property are capitalized. Leasehold improvements are depreciated using the straight-line method over the shorter of the estimated useful life or the remaining term of the lease. The Company includes computer software in property and equipment as the software is integral to enabling the functioning of the hardware. Leases At the beginning of the first quarter of fiscal 2022, the Company adopted the FASB Accounting Standards Update (“ASU”) No. 2016-02, Leases (Topic 842) (“ASU 2016-02”), and additional ASUs issued to clarify and update the guidance in ASU 2016-02 (collectively, the “new leases standard”). The Company leases real estate, computer hardware and vehicles for use in our operations under both operating and finance leases. The Company assesses 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 asset and lease liability at the lease commencement date, which is the date that the underlying asset becomes available for use. For both operating and finance leases, we recognize a right-of-use asset, which represents our right to use the underlying asset for the lease term, and a lease liability, which represents the present value of our obligation to make payments arising over the lease term. The present value of our obligation to make payments is calculated using the incremental borrowing rate for operating and finance leases. The incremental borrowing rate is determined using a portfolio approach based on the rate of interest that the Company would have to pay to borrow an amount equal to the lease payments on a collateralized basis over a similar term. Management uses the unsecured borrowing rate and risk-adjusts that rate to approximate a collateralized rate, which will be updated on an annual basis for the measurement of new lease liabilities. In those circumstances where the Company is the lessee, we have elected to account for non-lease components associated with our leases (e.g., common area maintenance costs) and lease components as a single lease component for all of our asset classes. 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 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. The Company recognizes the amortization of the right-of-use asset for our finance leases on a straight-line basis over the shorter of the term of the lease or the useful life of the right-of-use asset in depreciation and amortization expense in our consolidated statements of operations. The interest expense related to finance leases is recognized using the effective interest method based on the discount rate determined at lease commencement and is included within interest expense in our consolidated statements of operations. Internal Use Software Certain costs of platform and software applications developed for internal use are capitalized as intangible assets. Capitalization of costs begins when two criteria are met: (i) the preliminary project stage is completed (i.e. application development stage) and (ii) it is probable that the software will be completed and used for its intended function. The Company also capitalizes costs related to specific upgrades and enhancements when it is probable the expenditure will result in additional functionality. Costs incurred for maintenance, minor upgrades and enhancements are recorded under selling, general and administrative expenses in the consolidated statement of operations as incurred. Costs related to preliminary project activities and post-implementation operating activities are also recorded under selling, general and administrative expenses in the consolidated statement of operations as incurred. The Company amortizes the capitalized costs on a straight-line basis over the useful life of the asset. Refer to “Note 9, Goodwill and Other Intangible Assets” to the consolidated financial statements, for further detail of the Company’s average useful lives for capitalized internal use computer software. Business Combinations The Company allocates the fair value of the consideration transferred to the assets acquired and liabilities assumed based on their fair values at the acquisition date. The excess of the fair value of consideration transferred over the fair value of the assets acquired, and liabilities assumed is recorded as goodwill. Acquisition-related expenses and restructuring costs are recognized separately from the business combination and expensed as incurred. All changes in accounting for deferred tax asset valuation allowances and acquired income tax uncertainties after the measurement period are recognized as a component of provision for income taxes. When determining the fair values of assets acquired and liabilities assumed, management makes significant estimates and assumptions, especially with respect to intangible assets. Critical estimates in valuing intangible assets include expected future cash flows based on consideration of future growth rates and margins, customer attrition rates, future changes in technology and brand awareness and discount rates. Fair value estimates are based on the assumptions management believes a market participant would use in pricing the asset or liability. While the Company uses its best estimates and assumptions as a part of the purchase price allocation process to accurately value assets acquired and liabilities assumed as of the acquisition date, its estimates and assumptions are inherently uncertain and subject to refinement. As a result, during the preliminary purchase price measurement period, which may be up to one year from the acquisition date, the Company records adjustments to the provisional amounts recognized at the acquisition date to reflect new information obtained about facts and circumstances that existed as of the acquisition date, with a corresponding offset to goodwill. The Company records adjustments to assets acquired or liabilities assumed subsequent to the preliminary purchase price measurement period in its operating results in the period in which the adjustments were determined. Fair Value Measurements The Company applies the provisions of ASC 820, Fair Value Measurements, for fair value measurements of financial assets and financial liabilities and for fair value measurements of non-financial items that are recognized or disclosed at fair value in the financial statements on a recurring basis. The Company also applied the provisions of the subtopic to fair value measurements of non-financial assets and non-financial liabilities that are recognized or disclosed at fair value in the financial statements on a non-recurring basis. The subtopic defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The subtopic also establishes a framework for measuring fair value and expands disclosures about fair value measurements. The fair value framework requires the Company to categorize certain assets and liabilities into three levels, based upon the assumptions used to price those assets or liabilities. The three levels are defined as follows: Level 1. Quoted prices in active markets for identical assets or liabilities. Level 2. Quoted prices for similar assets and liabilities in active markets or inputs that are observable. Level 3. Unobservable inputs reflecting management’s own assumptions about the inputs used in pricing the asset or liability. The Company has determined the estimated fair value of its financial instruments based on appropriate valuation methodologies; however, considerable judgment is required to develop these estimates. Accordingly, these estimated fair values are not necessarily indicative of the amounts the Company could realize in a current market exchange. The estimated fair values can be materially affected by using different assumptions or methodologies. The methods and assumptions used in estimating the fair values of financial instruments are based on carrying values and future cash flows. Cash is stated at cost, which approximates fair value. The carrying amounts reported in the balance sheet for accounts receivable, accounts payable, and accrued liabilities approximate fair value, due to their short-term maturities. Long-term debt is carried at amortized cost using the effective interest rate method. The Company’s outstanding borrowings are not required to be measured at fair value at the end of each reporting period. The carrying and fair values of the Company’s outstanding borrowings are disclosed at the end of each reporting period in “Note 10 – Long Term Debt and Other Borrowings, net” to the consolidated financial statements. The Notes under the Backstop agreement, are carried at amortized cost using the effective interest rate method and is disclosed in “Note 10 – Long Term Debt and Other Borrowings, net” to the consolidated financial statements. The Company has outstanding private warrants (“Private Warrants”) issued for the purchase of common stock, which are liability-classified. The Private Warrants are marked to fair value using the fair value of the Company's public warrants that trade on the NYSE, therefore are evaluated as Level 2 for fair value as disclosed in “Note 14 - Warrants on Common Stock” to the consolidated financial statements. Stock-Based Compensation The Company has had several stock-based compensation plans, which are more fully described in “Note 13 - Stock-Based Compensation”, to the consolidated financial statements. Stock-based compensation is generally recognized as an expense following the straight-line attribution method over the requisite service period. The fair value of stock-based compensation is measured on the grant date based on the grant-date fair value of the awards using the lattice model. Intangible Assets Identifiable intangible assets acquired individually or as part of a group of other assets are initially recognized and measured at cost. The cost of a group of intangible assets acquired in a transaction, including those acquired in a business combination that meet the specified criteria for recognition apart from goodwill, is the sum of the individual assets acquired based on their acquisition date fair values. The cost incurred to enhance the service potential of an intangible asset is capitalized as a betterment. Identifiable intangible assets comprise assets that have a definite life amortized on a straight-line basis over their estimated useful lives as follows: Customer relationships 10-13 years Technology 5-9 years Carrier contracts 10 years Trademarks 9-10 years Internally developed computer software 3-5 years The Company capitalizes costs directly related to the design, deployment and enhancements of its internal operating support systems, including employee-related costs. Goodwill Goodwill represents the excess fair value of consideration transferred over the fair value of the net identifiable assets acquired in a business combination. Goodwill is evaluated annually on October 1st for impairment or more frequently if impairment indicators are present. A qualitative assessment is performed to determine whether the existence of events or circumstances leads to a determination that it is more likely than not the fair value of the reporting unit is less than its carrying amount. Qualitative factors considered are macroeconomics conditions such as geographical location and fluctuations in foreign exchange, industry and market conditions, financial performance including both profitability and cash flows from operations, entity-specific events and share price trends. If, based on the qualitative assessment, it is determined that it is more likely than not the fair value of the reporting unit is less than its carrying amount, then a quantitative test is performed and an impairment loss is recognized in an amount equal to the excess of the carrying value over the fair value of the reporting unit, limited to the total amount of goodwill allocated to that reporting unit. Under a quantitative test, the Company obtains a third-party valuation of the fair value of the reporting unit. Assumptions used in the fair value calculation include revenue growth and profitability, terminal values, discount rates, and implied control premium. These assumptions are consistent with those the Company believes hypothetical marketplace participants would use. Deferred Financing Costs Deferred financing costs consist principally of debt issuance costs which are being amortized using the effective interest method over the terms of the related debt agreements and are presented in the consolidated balance sheets as direct deductions from long-term debt. Issuance costs for credit facilities are recorded in other long-term assets in the consolidated balance sheets and are amortized over the term of the agreement using the straight-line method. Defined Contribution Plans The Company sponsors defined contribution plans (the “Plans”) that cover our domestic and international employees following the completion of an eligibility period. Under the Plans, participating employees may defer a portion of their pretax earnings up to the limits provided by local statutory requirements. The Company makes matching contributions, subject to limits of the base compensation that a participant contributes to the Plan. The Company’s matching contributions vest over up to a maximum of four years from the participant’s date of hire. The Company records its portion of matching contributions as an expense within the selling, general and administrative financial statement line item. The Company contributed in aggregate $0.5 million, and $0.4 million for fiscal years 2022 and 2021, respectively. Impairment of Long-Lived Assets The Company reviews long-lived assets, such as property and equipment, and purchased intangibles subject to amortization, for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. The recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to the estimated undiscounted future cash flows expected to be generated by the asset. If the carrying amount of an asset exceeds its estimated future cash flows, an impairment charge is recognized for the amount by which the carrying amount of the asset exceeds the fair value of the asset. Assets to be disposed of by sale would be separately presented in the consolidated balance sheet and reported at the lower of the carrying amount or fair value less costs to sell and are no longer depreciated. The assets and liabilities of a group classified as held for sale would be presented separately in the appropriate asset and liability sections of the consolidated balance sheet. There were no assets classified as held for sale at any of the balance sheet dates presented. Income Taxes The Company provides for income taxes under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The Company recognized the effect o |
REVENUE
REVENUE | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
Revenue from Contract with Customer [Abstract] | ||
REVENUE | NOTE 2 – REVENUE Contract Balances Deferred revenue primarily relates to revenue that is recognized over time for IoT Connectivity monthly recurring charges, the changes in the 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 the period end for which control transfers to the customer upon delivery. The deferred revenue balance as of December 31, 2022, was recognized as revenue during the three months ended March 31, 2023. Disaggregated Revenue Information 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: Three Months Ended (In thousands, USD) March 31, 2023 2022 IoT Connectivity* $ 43,244 $ 43,053 Hardware Sales 16,444 19,012 Hardware Sales—bill-and-hold 2,197 2,422 Deployment services, professional services, referral services and other 4,090 4,491 Total $ 65,975 $ 68,978 __________________ * Includes connectivity-related revenues from IoT Connectivity services and IoT Solutions services Significant Customer | REVENUE RECOGNITION Contract Balances Deferred revenue as of December 31, 2022, and 2021, was $7.8 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 the period end for which control transfers to the customer upon delivery. All of the December 31, 2021, balance was recognized as revenue during the year ended December 31, 2022. Disaggregated Revenue Information The Company views the following disaggregated disclosures as useful to understand the composition of revenue recognized during the respective reporting periods: Years Ended (In thousands, USD) December 31, 2022 December 31, 2021 IoT Connectivity* $ 173,162 $ 164,610 Hardware Sales 69,091 54,898 Hardware Sales - bill-and-hold 10,736 5,357 Deployment services, professional services, referral services, and other 15,458 23,570 Total $ 268,447 $ 248,435 __________________ * Includes connectivity-related revenues from IoT Connectivity and IoT Solutions Significant Customer The Company has one customer, a large multinational medical device and health care company representing 11% and 21% of the Company’s total revenue for the years ending December 31, 2022, and 2021, respectively. This same customer represented 16% and 30% of the Company’s total accounts receivable as of December 31, 2022, and 2021, respectively. The Company believes it is not exposed to significant risk due to the financial strength of this customer and their historical trend of on-time payment. |
ACQUISITIONS
ACQUISITIONS | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
Business Combination and Asset Acquisition [Abstract] | ||
ACQUISITIONS | NOTE 3 – ACQUISITIONS 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 ("Simon IoT"), collectively, the “Acquired Companies” or “BMP Acquisition” which are industry-leading mobility service providers, to expand the Company’s services and solutions within the healthcare and life sciences industries (the “BMP Business Combination Agreement”). The transaction was funded by available cash and the issuance of the Company’s shares. Transaction costs for legal consulting, accounting, and other related costs incurred in connection with the acquisition of the Acquired Companies were $1.7 million. Included in the three months ended March 31, 2022, were $1.4 million of transaction costs, which were included in selling, general and administrative expenses in the Company's consolidated statement 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. (In thousands, USD) Fair Value Cash, (net of closing cash of $1,995) and working capital adjustments $ 46,002 Fair value of KORE common stock issued to sellers (4,212,246 shares) 23,295 Total consideration $ 69,297 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 2,638 Liabilities assumed 10,029 Net identifiable assets acquired 24,438 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 BMP Business Combination Agreement contains customary indemnification terms. Under the BMP Business Combination Agreement, approximately $3.45 million of the cash purchase price was paid at closing and is to be held in escrow, for a maximum of 18 months from the closing date, to guarantee the performance of general representations and warranties regarding closing amounts and to indemnify the Company against any future claims. During the third quarter of 2022, $0.6 million of the $3.45 million was paid to the seller from the escrow account which did not result in any adjustments to the purchase price. The financial results of the Acquired Companies are included in the Company’s consolidated statements of operations from the date of acquisition. Unaudited pro forma information Had the acquisition of the Acquired Companies been completed on January 1, 2021, total revenue would have been $74.7 million, and the net loss would have been $9.9 million for the three months ended March 31, 2022. This unaudited pro forma financial information is not necessarily indicative of what the operating results actually would have been if the acquisition had taken place on January 1, 2022, 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, 2022, reflects a non-recurring adjustment to exclude acquisition-related costs of $1.4 million. Pending acquisition On March 26, 2023, the Company entered into an agreement to acquire Twilio's IoT business unit for 10 million shares of the Company's common stock, par value $0.0001. The agreement provides that if 10 million shares of the Company's common stock has an aggregate value in excess of $28 million based on the closing price of the Company's common stock on the business day immediately prior to the date of closing, the Company will issue to | ACQUISITIONS 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 which are industry-leading mobility service providers, to expand the Company’s services and solutions within the healthcare and life sciences industries (the “BMP Business Combination Agreement”). The transaction was funded by available cash and the issuance of the Company’s shares. Transaction costs for legal consulting, accounting, and other related costs incurred in connection with the acquisition of BMP were $1.7 million of which, $1.4 million and $0.3 million were included in selling, general and administrative expenses in the Company's consolidated statements of operation for the years ended December 31, 2022 and 2021 respectively. The following table summarizes the allocation of the consideration transferred for BMP, including the identified assets acquired and liabilities assumed as of the acquisition date. (In thousands, USD, except share amounts) Fair Value Cash, (net of closing cash of $1,995) and working capital adjustments $ 46,002 Fair value of KORE Common Stock issued to sellers (4,212,246 shares) 23,295 Total consideration $ 69,297 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 2,638 Liabilities assumed 10,029 Net identifiable assets acquired 24,438 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 BMP acquisition. Approximately $7.0 million of the goodwill resulting from the acquisition is deductible for tax purposes. The BMP Business Combination Agreement contains customary indemnification terms. Under the BMP Business Combination Agreement, a portion of the cash purchase price, approximate ly $3.45 million paid at closing is to be 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. During the year ended December 31, 2022, $0.6 million o f the $3.45 million was paid to the seller from the escrow account that did not result in any adjustments to the purchase price. The financial results of BMP are included in the Company’s consolidated statement of operations from the date of acquisition. For the year ended December 31, 2022, the amounts of revenue and net income included in the Company’s consolidated statement of operations were $45.7 million and $11.1 million, respectively. Unaudited pro forma information This unaudited pro forma financial information presented is not necessarily indicative of what the operating results would have been if the acquisition had taken place on January 1, 2021, 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. Had the acquisition of BMP been completed on January 1, 2021, net revenue and loss would have been: Years Ended (In thousands, USD) December 31, 2022 December 31, Net Revenue $ 274,179 $ 278,601 Net Loss 104,483 22,415 |
ACCOUNTS RECEIVABLE
ACCOUNTS RECEIVABLE | 3 Months Ended |
Mar. 31, 2023 | |
Receivables [Abstract] | |
ACCOUNTS RECEIVABLE | NOTE 4 – ACCOUNTS RECEIVABLE The Company adopted ASU 2016-13 utilizing the loss rate method which considers historical loss rates, adjusted for current conditions, and reasonable and supportable forecasts to its trade receivable balances. The adoption of ASU 2016-13 did not have a material impact on the Company’s consolidated financial statements. The following table shows the details of accounts receivable as of March 31, 2023, and December 31, 2022: (In thousands, USD) March 31, 2023 December 31, 2022 Accounts receivable $ 48,483 $ 45,097 Allowance for credit losses (428) (559) Accounts receivable, net $ 48,055 $ 44,538 |
PREMIUM FINANCE AGREEMENT
PREMIUM FINANCE AGREEMENT | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
Debt Disclosure [Abstract] | ||
PREMIUM FINANCE AGREEMENT | NOTE 5 – PREMIUM FINANCE AGREEMENT The Company entered into a Premium Finance Agreement (“Premium Agreement”) on August 3, 2022, to purchase two-year term directors and officers insurance policy. The Premium Agreement is for $3.6 million at a fixed rate of 4.6% per annum, amortized over twenty months. The Premium Agreement requires twenty fixed monthly principal and interest payments of $0.2 million from August 15, 2022, to March 15, 2024. Included in the Current portion of long-term debt and other borrowings, net is the outstanding principal balance of $2.2 million and $2.8 million as of March 31, 2023, and December 31, 2022, respectively. | LONG-TERM DEBT AND OTHER BORROWINGS, NET The Company carries its long term debt based on amortized cost using the effective interest rate meth od. The following is a summary of long-term debt: (In thousands, USD) December 31, December 31, Term Loan – UBS $ 302,654 $ 305,807 Notes under the Backstop Agreement 120,000 120,000 Other Borrowings 2,754 173 Total 425,408 425,980 Less—current portion (5,345) (3,326) Less—equity component, net of accumulated amortization — (15,517) Less—debt issuance cost, net of accumulated amortization of $8.5 million and $6.1 million, respectively (6,153) (8,022) Total Long-term debt and other borrowings 413,910 399,115 The following is the summary of future principal repayments on long-term debt: (In thousands, USD) Amount 2023 $ 5,345 2024 300,063 2025 — 2026 — 2027 — Thereafter 120,000 Total $ 425,408 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 Term 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 $0.2 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. On December 22, 2022, the Company amended the Senior Secured UBS Term Loan to facilitate the planned phase out of LIBOR by the UK Financial Conduct Authority. The amendment established the Secure Overnight Financing Rate ("SOFR") as the primary reference rate and replaced the Eurocurrency Rate to Term SOFR plus a SOFR a djustment of 0.10%. All the other terms remain unchanged. For the year ended December 31, 2022, the Company recognized interest expense related to the contractual interest expense of $22.5 million and interest expense related to the amortization of the debt issuance costs of $2.4 million. The term loan agreement limits cash dividends and other distributions from the Company’s subsidiaries to KORE Group Holdings Inc. and also restricts the Company’s ability to pay cash dividends to its shareholders. On December 31, 2022, and 2021, restricted net assets of the consolidated subsidiaries were $192.5 million and $256.7 million, respectively. The term loan agreement contains, among other things, financial covenants related to maximum total debt to adjusted EBITDA ratio and a minimum total leverage ratio. The Company was in compliance with these covenants for the years ended December 31, 2022, and 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 $302.7 million and $305.8 million as of December 31, 2022 and 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 bore 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 were each subjected to a reduction of 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 was 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 0.38% per annum of the unused balance. On December 22, 2022, the Company amended the Senior Secured Revolving Credit Facility to facilitate the planned phase out of LIBOR by the UK Financial Conduct Authority. The amendment established the Secure Overnight Financing Rate (“SOFR”) as the primary reference rate and replaced the Euro currency Rate to Term SOFR plus a SOFR a djustment of 0.10%. All the other terms remain unchanged. On December 23, 2022, the Company amended the Senior Secured Revolving Credit Facility to extend the maturity of the revolving credit facility to September 21, 2024. As a result of the modifications, the Company incurred $0.2 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 and amended debt. 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 65% of the existing and future equity interests of certain first-tier foreign subsidiaries held by the borrower or the guarantors under the Credit Facilities and (ii) substantially all of the KORE Wireless Group, Inc.’s and each guarantor’s tangible and intangible assets, in each case subject to certain exceptions and thresholds. As of December 31, 2022, and 2021, no amounts were drawn or outstanding on the Senior Secured Revolving Credit Facility. 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 had an indefinite term. However, it was discontinued as of February 13, 2023. Borrowings under the Bank Overdraft Facility bore interest at a floating rate which was a base rate plus an applicable margin of up to 2.0%. The base fee amounts to 9.40% as of December 31, 2022 and was variable. Any overages were charged against a percentage of 6% on a yearly basis. There was no commitment fee payable for the unused balance of the Bank Overdraft Facility. As of December 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. issued $95.1 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 and among KORE Wireless Group Inc. and Fortress. The Backstop Notes were issued pursuant to an indenture (the “Indenture”), dated September 30, 2021, by and among the Company, KORE Wireless Group Inc. and Wilmington Trust, National Association, as trustee, as amended and restated on November 15, 2021. On October 28, 2021, KORE Wireless Group issued an additional $24.9 million in additional notes (the “Additional Notes” and together with the Backstop Notes, the “Notes”) to Fortress, pursuant to the terms of an exchangeable notes purchase agreement (the “Exchangeable Notes Purchase Agreement”), dated October 28, 2021, by and among KORE Wireless Group Inc., the Company and Fortress. The Additional Notes were issued pursuant to the Indenture and contain identical terms to the Backstop Notes. The Notes were issued at par, have a maturity of seven years, bearing interest at the rate of 5.50% 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 $12.50 per share (the “Base Exchange Rate”) at any time at the option of Fortress. At the Base Exchange Rate, the Notes are exchangeable for approximately 9.6 million shares of common stock. As of March 31, 2022, the value of the approximately 9.6 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 anniversary of September 30, 2021, the Company’s shares are trading at a defined premium to the Base Exchange Rate or applicable Adjusted Exchange Rate, the Company may redeem the Notes for cash, force an exchange into shares of its common stock at an amount per share based on a time-value make whole table, or settle with a combination of cash and an exchange (the “Company Option”). As consideration for Fortress entering into that certain commitment letter (the “Commitment Letter”), dated as of September 21, 2021, the Sponsor contributed 100,000 shares of common stock of the Company to LLC Merger Sub, which were transferred by LLC Merger Sub to Fortress, as a commitment fee, pursuant to the terms and upon the conditions set forth in the Commitment Letter. Prior to the implementation of ASU 2020-06 since the Company could use the Company Option to potentially settle all or part of the Notes for the cash equivalent of the fair value of the common stock for which the Notes may be exchanged, a portion of the proceeds of the Notes were required to be allocated to equity, based on the estimated fair value of the Notes had they not contained the exchange features. ASU 2020-06, simplifies and amends the cash conversion guidance so that the Company is no longer required to allocate to equity the estimated fair value of the Notes had they not contained the exchange features. Refer to “Note 2- Summary of Significant Accounting policies – Recently Adopted Accounting Pronouncements” to the consolidated financial statements for a summary of the effects of the adoption of ASU 2020-06. The unamortized discount and issuance costs will be amortized through September 30, 2028. The effective interest rate after the adoption of ASU 2020-06 for the Backstop Notes and the Additional Backstop Notes are 5.9% and 6.1% respectively. The Backstop Agreement and the Exchangeable Notes Purchase Agreement each contain a customary six-month lock up following the Closing, which prohibits Fortress from hedging the Notes by short selling the Company’s common stock or hedging the Notes via the Company’s warrants or options. 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 December 31, 2022, and December 31, 2021. As of December 31, 2022, the net carrying amount of the Notes was $117.5 million, with unamortized debt issuance costs of $2.5 million. The estimated fair value (Level 2) of the convertible debt instrument was $92.9 million. As of December 31, 2021, prior to adoption of ASU 2020-06, the net carrying amount of the Notes was $102.0 million, with unamortized debt issuance costs of $2.5 million and unamortized equity component costs of $15.5 million. The estimated fair value (Level 2) of the convertible debt instrument was $118.6 million. Premium Finance Agreement The Company entered into a Premium Finance Agreement (“Premium Agreement”) on August 3, 2022, to purchase a two-year term Directors and Officers insurance policy. The Premium Agreement is for $3.6 million at a fixed rate of 4.6% per annum, amortized over twenty months. The Premium Agreement requires twenty fixed monthly principal and interest payments of $0.19 million from August 15, 2022, to March 15, 2024. The Company’s principal outstanding balance on the Premium Agreement was $2.8 million as of December 31, 2022. |
INCOME TAXES
INCOME TAXES | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | ||
INCOME TAXES | NOTE 6 – INCOME TAXES The Company determines its estimated annual effective tax rate at the end of each interim period based on estimated pre-tax income (loss) and facts known at that time. The estimated annual effective tax rate is applied to the year-to-date pre-tax income (loss) at the end of each interim period with certain adjustments. The tax effects of significant unusual or extraordinary items are reflected as discrete adjustments in the periods in which they occur. The Company’s estimated annual effective tax rate can change based on the mix of jurisdictional pre-tax income (loss) and other factors. However, if the Company is unable to make a reliable estimate of its annual effective tax rate, then the actual effective tax rate for the year-to-date period may be the best estimate. For the three months ended March 31, 2023, and 2022, the Company determined that its annual effective tax rate approach would provide for a reliable estimate and therefore used this method to calculate its tax provision. The Company’s effective income tax rate was 2.0% and 16.0% for the three months ended March 31, 2023, and 2022, respectively. The effective income tax rate for the three months ended March 31, 2023, and 2022 differed from the federal statutory rate primarily due to the geographical mix of earnings and related foreign tax rate differential, permanent differences, and the valuation allowance maintained against certain deferred tax assets. The Company’s income tax benefit was $0.4 million and $2.2 million for the three months ended March 31, 2023, and 2022, respectively. The change in the income tax benefit for the three months ended March 31, 2023, compared to the three months ended March 31, 2022, was primarily due to changes in the jurisdictional mix of earnings and the impact of the valuation allowance maintained against certain deferred tax assets. | INCOME TAXES Income (loss) before provision (benefit) for income taxes from operations for the years ended December 31, 2022, and 2021, consisted of the following: Years Ended (In thousands, USD) December 31, 2022 December 31, 2021 United States $ (92,021) $ (12,184) Foreign (24,596) (21,368) Total loss before income taxes $ (116,617) $ (33,552) The components of the provision (benefit) for income taxes from operations consisted of the following: Years Ended (In thousands, USD) December 31, 2022 December 31, 2021 Current: Federal $ 4,309 $ 782 State 905 442 Foreign 558 (309) Total current provision 5,772 915 Deferred: Federal (9,336) (6,478) State (4,455) (748) Foreign (2,398) (2,465) Total deferred benefit (16,189) (9,691) Total income tax benefit $ (10,417) $ (8,776) The reconciliation between income taxes computed at the U.S. statutory income tax rate to our provision for income taxes for the years ended December 31, 2022, and 2021 is as follows: Years Ended (In thousands, USD) December 31, 2022 December 31, 2021 Benefit for income taxes at 21% rate $ (24,490) 21.0 % $ (7,045) 21.0 % State taxes, net of federal benefit (1,358) 1.2 % (1,147) 3.4 % Change in valuation allowance 10,628 -9.1 % (642) 1.9 % Rate change (1,687) 1.4 % 774 -2.3 % Credits (604) 0.5 % (602) 1.8 % Permanent differences and other (2,712) 2.2 % 2,852 -8.5 % Revaluation of warrants (53) 0.0 % (1,106) 3.3 % Uncertain tax positions 591 -0.5 % 544 -1.6 % Foreign withholding tax 134 -0.1 % 116 -0.3 % Foreign rate differential (2,120) 1.8 % (2,587) 7.7 % Executive compensation expense 872 -0.7 % 1,517 -4.5 % Transaction related expense 210 -0.2 % (1,450) 4.3 % Global intangible low taxed income 283 -0.2 % — 0.0 % Foreign derived intangible income (311) 0.3 % — 0.0 % Goodwill impairment 10,200 -8.7 % — 0.0 % Benefit for income taxes $ (10,417) 8.9 % $ (8,776) 26.2 % Significant components of the Company’s deferred tax assets (liabilities) as of December 31, 2022, and 2021 are as follows: Years Ended (In thousands, USD) December 31, 2022 December 31, 2021 Deferred tax assets: Net operating loss carry-forward $ 13,617 $ 7,504 Credit carry-forward 1,386 1,956 Interest expense limitation carry-forward 15,844 12,053 Non-deductible reserves 339 374 Accruals and other temporary differences 2,835 1,288 Stock compensation 1,164 — Lease liability 2,780 — Property and equipment 1,007 1,018 Gross deferred tax assets 38,972 24,193 Less Valuation allowance (16,177) (5,750) Total deferred tax assets (after valuation allowance) 22,795 18,443 Deferred tax liabilities: Property and equipment (1,738) (4,151) Intangible assets (33,117) (40,771) Goodwill (5,914) (7,474) Debt Discount — (3,972) Accounting method change (1,378) — Right of use asset (2,514) — Research and development costs (3,327) — Total deferred tax liabilities $ (47,988) $ (56,368) Net deferred tax liabilities $ (25,193) $ (37,925) The valuation allowance increased by $10.4 million during 2022, primarily due to an increase in U.S. disallowed interest expense carryover and U.S. state tax attributes deemed not realizable. In determining the need for a valuation allowance, the Company has given consideration to its worldwide cumulative loss position when assessing the weight of the sources of taxable income that can be used to support the realization of deferred tax assets. The Company has assessed, on a jurisdictional basis, the available means of recovering deferred tax assets, including the ability to carry-back net operating losses, the existence of reversing temporary differences, the availability of tax planning strategies and available sources of future taxable income. The Company has also considered the ability to implement certain strategies that would, if necessary, be implemented to accelerate taxable income and use expiring deferred tax assets. The Company believes it is able to support the deferred tax assets recognized as of the end of the year based on all of the available evidence. As of December 31, 2022, the Company has U.S. state tax net operating loss carryforwards of approximately $39 million which may be available to offset future income tax liabilities and expire at various dates beginning in 2032 through 2042. Additionally, the Company has U.S. state tax net operating loss carryforwards of approximately $13.0 million which carryforward indefinitely. Additionally, the Company has generated $38.0 million of foreign operating loss carryforwards which expire at various dates. As of December 31, 2022, the Company did not have U.S. federal tax loss carried forward. As of December 31, 2022, the Company has U.S. state research and development tax credit carryforwards of $0.1 million which expire beginning in 2032 through 2033. As of December 31, 2022, the Company did not have any federal research and development tax credit carried forward. Additionally, the Company has $1.3 million of foreign research and development tax credit carryforwards. Due to provisions of the Tax Cuts and Jobs Act of 2017, the Company has a carryforward of U.S. disallowed interest expense of $68.8 million, which has an indefinite carryforward period. Utilization of the NOL carryforwards may be subject to limitation under Section 382 of the Internal Revenue Code of 1986 due to ownership change limitations that have occurred previously or that could occur in the future. These ownership changes may limit the amount of NOL and tax credit carryforwards that can be utilized annually to offset future taxable income and tax, respectively. There could be additional ownership changes in the future, which may result in additional limitations on the utilization of the NOL and tax credit carryforwards. For taxable years beginning after December 31, 2017, taxpayers are subjected to the global intangible low-taxed income provisions, or GILTI provisions. The GILTI provisions require the Company to currently recognize in U.S. taxable income a deemed dividend inclusion of foreign subsidiary earnings in excess of an allowable return on the foreign subsidiary’s tangible assets. The ability to benefit from a deduction and foreign tax credits against a portion of the GILTI income may be limited under the GILTI rules as a result of the utilization of net operating losses, foreign sourced income, and other potential limitations within the foreign tax credit calculation. For the year ended December 31, 2022, the Company recorded an income tax charge related to GILTI of $0.3 million. For the year ended December 31, 2021, the Company did not record an income tax charge related to GILTI. The Company has made an accounting policy election, as allowed by the SEC and FASB, to recognize the impacts of GILTI within the period incurred. Accordingly, no U.S. deferred taxes are provided on GILTI inclusions of future foreign subsidiary earnings. As of December 31, 2022, the Company has not provided U.S. taxes on the undistributed earnings of its foreign subsidiaries that it considers indefinitely reinvested. This indefinite reinvestment determination is based on the future operational and capital requirements of the Company’s domestic and foreign operations. The Company expects that the cash held by its foreign subsidiaries of $19.5 million as of December 31, 2022 will continue to be used for its foreign operations and, therefore, does not anticipate repatriating these funds. The Company conducts business globally and, as a result, its subsidiaries file income tax returns in U.S. federal and state jurisdictions and various foreign jurisdictions. In the normal course of business, the Company may be subject to examination by taxing authorities throughout the world, including such major jurisdictions as Australia, Canada, Malta, the Netherlands, the United Kingdom, and the United States. Since the Company is in a loss carry-forward position, the Company is generally subject to U.S. federal and state income tax examinations by tax authorities for all years for which a loss carry-forward is utilized. As of December 31, 2022, the Company is not under income tax examination in any jurisdiction. During the ordinary course of business, there are many transactions and calculations for which the ultimate tax determination is uncertain. The Company establishes reserves for tax-related uncertainties based on estimates of whether, and the extent to which, additional taxes will be due. These reserves are established when the Company believes that certain positions might be challenged despite its belief that its tax return positions are fully supportable. The Company adjusts these reserves in light of changing facts and circumstances, such as the outcome of tax examinations. The following table presents a reconciliation of the total amounts of unrecognized tax benefits, excluding interest and penalties, included in accrued liabilities and other long-term liabilities in the consolidated balance sheets. Years Ended (In thousands, USD) December 31, 2022 December 31, 2021 Unrecognized tax benefits at the beginning of the year $ 8,132 $ 7,690 Additions for tax positions of current year 442 442 Unrecognized tax benefits at the end of the year $ 8,574 $ 8,132 The Company and its subsidiaries have accumulated significant intercompany obligations owed to/from various other subsidiaries of the Company. During the year ended December 31, 2022, the Company completed its assessment of its U.S. and non-U.S. income and non-income tax risks related to these obligations and added both current and prior period unrecognized tax benefits associated with the intercompany balances. If the unrecognized tax benefit balance as of December 31, 2022, were recognized, it would in its entirety result in a tax benefit impacting the effective tax rate. The Company does not anticipate any material changes to its unrecognized tax benefits within the next 12 months. |
STOCK-BASED COMPENSATION
STOCK-BASED COMPENSATION | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
Share-Based Payment Arrangement [Abstract] | ||
STOCK-BASED COMPENSATION | NOTE 7 – STOCK-BASED COMPENSATION The following table summarizes Restricted Stock Units (“RSUs”) activities during the reporting period shown below: Number of Weighted- Aggregate Unvested RSUs at December 31, 2022 5,515 $ 6.69 $ 34,191 Granted 4,230 1.72 7,297 Vested (395) 6.78 (2,680) Forfeited and canceled (123) 6.97 (859) Unvested RSUs at March 31, 2023 9,227 $ 5.54 $ 37,949 During the three months ended March 31, 2023, the Company granted 2.1 million RSUs that vest based on the passage of time and granted 2.1 million RSUs that vest based on the achievement of performance targets. The following is a summary of the Company’s share-based compensation expense and income tax benefit related to the RSUs for the reporting periods shown below: Three Months Ended March 31, (In thousands, USD) 2023 2022 Total Stock Compensation Expense $ 2,570 $ 2,050 Income tax benefit related to share-based compensation expense 246 264 As of March 31, 2023, the total unrecognized compensation cost related to outstanding RSUs was $26.3 million, which the Company expects to recognize over a weighted average period of 2.2 years. | STOCK BASED COMPENSATION 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 (“RSUs”), the effectiveness of which were contingent upon the filing and effectiveness of the Form S-8 Registration Statement of the common stock, which occurred on January 4, 2022. A 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 RSUs generally vest one-quarter on each of the second and third anniversaries of the Business Combination date and the remaining one-half on the fourth anniversary of the Business Combination date; however, certain special retention awards may have different vesting terms. In addition, grants of RSUs to our non-employee directors and certain executive officers contain provisions as part of the respective employment agreements that accelerate the vesting of RSU grants in the event of a termination by the Company or a departure by a director or executive officers. The Company also grants performance-based RSUs that vests subject to the achievement of specified performance goals within a specified time-frame. The performance-based RSUs contain provisions that increase or decrease the number of RSUs that ultimately vest, depending upon the level of performance achieved. The Company has 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 condition is estimated using a lattice model to analyze the fair value of the subject shares. The lattice model utilizes multiple stock paths, which are analyzed to determine the fair value of the subject shares. The following table summarizes RSUs activity during the reporting periods shown below: Number of awards outstanding Weighted-average grant date fair value Aggregate intrinsic value Unvested RSUs at December 31, 2021 — — — Granted 5,789 $ 6.24 $ 36,101 Vested (52) 6.88 (362) Forfeited and canceled (222) 6.97 (1,548) Unvested RSUs at December 31, 2022 5,515 $ 34,191 For the year ended December 31, 2022 the Company granted 4.0 million RSUs that vest based on the passage of time. The actual number of performance-based RSUs that could vest will range from 0% to 150% of the 1.6 million unvested RSUs granted, depending upon our level of achievement with respect to the performance goals. During the year, the Company granted 1.7 million of performance based RSUs. During the year ended December 31, 2022, the Company granted approximately 0.2 million RSUs, which vest based on the Company’s stock price 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 using a lattice model. Significant inputs used in our valuation of these RSUs included the following: Year Ended December 31, 2022 Expected volatility 57.1%-75.2% Risk-free interest rate 1.4%-2.1% Expected term (in years) 5 - 80 The following is a summary of the Company’s share-based compensation expense related to RSUs during the reporting periods shown below: Years Ended (In thousands, USD) December 31, 2022 December 31, 2021 Total Stock Compensation Expense $ 10,296 $ 4,564 Unrecognized Compensation Cost 24,272 — Remaining recognition period (in years) 2.6 — 2014 Equity Incentive Plan During 2021, the stock options granted under the 2014 equity incentive plan were cancelled and the plan was terminated as of September 30, 2021. Upon the closing of the Business Combination, the Company paid out cash consideration of $4.1 million net of applicable withholding taxes and issued 200,426 shares as share consideration valued at $4.3 million (4,325 common shares net of shares for applicable withholding taxes). The following is a summary of the Company’s cancelled stock options from January 1, 2021, through December 31, 2021: Number of Options Weighted Average Grant Date Fair Value per Option Weighted Average Exercise Price Weighted Average Remaining Contractual Term Balance, December 31, 2020 432,500 $ 15.45 $ 141.53 7.7 Granted — — — Exercised — — — Forfeited — — — Expired — — — Cancelled (432,500) (15.45) (141.53) 7.7 Balance, December 31, 2021 — $ — $ — — |
WARRANTS ON COMMON STOCK
WARRANTS ON COMMON STOCK | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
Warrants and Rights Note Disclosure [Abstract] | ||
WARRANTS ON COMMON STOCK | NOTE 8 – WARRANTS ON COMMON STOCK Private Placement Warrants The private placement warrants are measured quarterly at fair value (Level 1*) based on the closing price of KORE.WS. As of March 31, 2023, 272,779 private placement warrants remained outstanding with an aggregate value of $35.5 thousand based on the closing price of $0.13. *Fair value estimates are based on quoted prices in active markets for identical assets or liabilities. | WARRANTS ON COMMON STOCK 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 warrant entitles the holder to purchase one share of the Company’s common stock at an exercise price of $11.50 per share (the “Public Warrants”). Subsequent to the Business Combination, 8,638,966 Public Warrants remained outstanding as of December 31, 2022. The Public Warrants may only be exercised for a whole number of common shares. The Public Warrants will become exercisable on the later of (a) 30 days after the completion of a Business Combination or (b) 12 months from the closing of the proposed public offering; provided in each case that the Company has an effective registration statement under the Securities Act covering the common shares issuable upon exercise of the Public Warrants and a current prospectus relating to them is available (or the Company permits holders to exercise their Public Warrants on a cashless basis and such cashless exercise is exempt from registration under the Securities Act). The Company completed its public offering on September 30, 2021 and filed an effective registration statement (form S-1) under the Securities Act covering the common shares which was effective on December 20, 2021. The Company plans to make commercially reasonable efforts to maintain the effectiveness of such registration statement and a current prospectus relating to those common shares until the warrants expire or are redeemed, as specified in the Warrant Agreement provided that if the common shares are at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of Public Warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elects, it will not be required to file or maintain in effect a registration statement. The Public Warrants will expire five years after the completion of the Business Combination or earlier upon redemption or liquidation. The 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, Derivatives and Hedging. As the surviving entity following the Business Combination has a single class of shares issued and outstanding, the Public Warrants are classified as equity, with the fair value of the Public Warrants as of the date of the Business Combination closed to additional paid-in capital. 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 capital and the Public Warrants will not be remeasured in subsequent reporting periods. 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, 272,779 Private Placement Warrants remained outstanding as of December 31, 2022. The Private Placement Warrants and the common shares issuable upon exercise of the Private Placement Warrants were not transferable, assignable or salable until 30 days after the completion of the Business Combination (except pursuant to limited exceptions to the Company’s officers and directors and other persons or entities affiliated with the initial purchasers of the Private Placement Warrants) and they will not be redeemable by the Company (except as subject to certain conditions when the price per common share equals or exceeds $10.00) so long as they are held by the Sponsor or its permitted transferees. The Sponsor, or its permitted transferees, has the option to exercise the Private Placement Warrants on a cashless basis. If the Private Placement Warrants are held by holders other than the Sponsor or its permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by the holders on the same basis as the Public Warrants. 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, Derivatives and Hedging. Based on the provisions governing the warrants in the applicable agreement, the Company determined that the Private Placement Warrants met the criteria and were required to be classified as a liability subject to the guidance in ASC 815-10 and 815-40 and should effectively be treated as outstanding common shares in both basic and diluted EPS calculations. 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 December 31, 2022, and 2021 the aggregate value of the Private Placement Warrants was $32.7 thousand and $0.3 million, respectively based on the closing price of KORE.WS on that date of $0.12 and $1.05, respectively. 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 December 31, 2022, and 2021, resulted in a gain of $0.3 million and $5.3 million, respectively. KORE Warrants In connection with the sale of Series B preferred stock, pre-combination KORE issued warrants (“KORE Warrants”) for the purchase of common stock at an exercise price of $0.01 per warrant. Upon the closing of the Business Combination, all KORE Warrants were exercised and converted into shares of common stock. As of December 31, 2022 and 2021, there were no outstanding KORE Warrants. |
NET LOSS PER SHARE
NET LOSS PER SHARE | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
Earnings Per Share [Abstract] | ||
NET LOSS PER SHARE | NOTE 9 – NET LOSS PER SHARE 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: Three Months Ended March 31, (In thousands, USD, except share and per share amounts) 2023 2022 Numerator: Net loss $ (18,490) $ (11,572) Denominator: Weighted average common shares outstanding Basic (in number) 76,524,735 74,040,261 Diluted (in number) 76,524,735 74,040,261 Net loss per unit Basic $ (0.24) $ (0.16) Diluted $ (0.24) $ (0.16) The following securities were not included in the computation of diluted shares outstanding because the effect would be anti-dilutive: Three Months Ended (Number of shares) March 31, 2023 2022 Common stock issued under the Backstop Agreement 9,600,031 9,600,031 Restricted stock grants with only service conditions 4,529,117 3,108,277 Private placement warrants 272,779 272,779 | NET LOSS PER SHARE The Company follows the two-class method when computing net loss per common share when shares are issued that meet the definition of participating securities. The two-class method requires income available to common shareholders for the period to be allocated between common and participating securities based upon their respective rights to receive dividends as if all income for the period had been distributed. The two-class method also requires losses for the period to be allocated between common and participating securities based on their respective rights if the participating security contractually participates in losses. As holders of participating securities do not have a contractual obligation to fund losses, undistributed net losses were not allocated to participating securities in the current or comparative years presented. Earnings per share calculations for all periods prior to the Business Combination have been retrospectively restated to the equivalent number of shares reflecting the exchange ratio established in the merger agreement. Presented in the table below is a reconciliation of the numerator and denominator for the basic and diluted earnings per share (“EPS”) calculations for the periods ended: (In thousands, USD) December 31, 2022 December 31, 2021 Numerator: Net loss attributable to the Company $ (106,200) $ (24,776) Less cumulative earnings to preferred shareholder — (22,822) Add premium on preferred conversion to common shares — 4,074 Net income (loss) attributable to common stockholders $ (106,200) $ (43,524) Denominator: Weighted average common shares and warrants outstanding Basic (in number) 75,710,904 41,933,050 Diluted (in number) 75,710,904 41,933,050 Net loss per unit attributable to common stockholder Basic $ (1.40) $ (1.04) Diluted $ (1.40) $ (1.04) The following securities were not included in the computation of diluted shares outstanding because the effect would be anti-dilutive: (number of shares) December 31, December 31, Restricted stock grants with only service conditions 3,552,416 — Common stock issued under the Backstop Agreement 9,600,031 9,600,031 Private Placement Warrants 272,779 272,779 Series C Convertible Preferred Stock — 2,566,186 Stock Options — 432,500 |
NATURE OF OPERATIONS
NATURE OF OPERATIONS | 12 Months Ended |
Dec. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
NATURE OF OPERATIONS | NATURE OF OPERATIONS Business Combination On March 12, 2021, Maple Holdings Inc. (“Maple” or “pre-combination KORE”) entered into a definitive merger agreement (the “Business Combination”) with Cerberus Telecom Acquisition Corp. (NYSE: CTAC). On September 29, 2021, CTAC held a special meeting, at which CTAC’s shareholders voted to approve the proposals outlined in the proxy statement filed by CTAC with the Securities Exchange Commission (the “SEC”) on August 13, 2021, including, among other things, the adoption of the Business Combination and approval of the other transactions contemplated by the merger agreement. On September 30, 2021, as contemplated by the merger agreement, (i) CTAC merged with and into King LLC Merger Sub, LLC (“LLC Merger Sub”) (the “Pubco Merger”), with LLC Merger Sub being the surviving entity of the Pubco Merger and King Pubco, Inc. (“Pubco”) as parent of the surviving entity, (ii) immediately prior to the First Merger (as defined below), Cerberus Telecom Acquisition Holdings, LLC (the “Sponsor”) contributed 100% of its equity interests in King Corp Merger Sub, Inc. (“Corp Merger Sub”) to Pubco (the “Corp Merger Sub Contribution”), as a result of which Corp Merger Sub became a wholly owned subsidiary of Pubco, (iii) following the Corp Merger Sub Contribution, Corp Merger Sub merged with and into Maple (the “First Merger”), with Maple being the surviving corporation of the First Merger, and (iv) immediately following the First Merger and as part of the same overall transaction as the First Merger, Maple merged with and into LLC Merger Sub (the “Second Merger” and, together with the First Merger, being collectively referred to as the “Mergers” and, together with the other transactions contemplated by the merger agreement, the “Transactions” and the Closing of the Transactions, the Business Combination), with LLC Merger Sub being the surviving entity of the Second Merger and Pubco being the sole member of LLC Merger Sub. In connection with the Business Combination, Pubco changed its name to “KORE Group Holdings, Inc.” (the “Company”). The combined Company remained listed on the NYSE under the new ticker symbol “KORE”. The Business Combination was accounted for as a reverse recapitalization whereby pre-combination KORE was determined to be the accounting acquirer and CTAC was treated as the “acquired” company for accounting purposes. The Business Combination was accounted as the equivalent of pre-combination KORE issuing stock for the net assets of CTAC, accompanied by a recapitalization whereby pre-combination KORE was determined to be the accounting acquirer. The consolidated balance sheets, statements of operations and statements of temporary equity and stockholders’ equity and these notes to the consolidated financial statements reflect the reverse recapitalization as discussed above. Reported shares and earnings per share available to common stockholders, prior to the Business Combination, have been retroactively restated to reflect the exchange ratio established in the merger agreement. The number of shares of preferred stock was also retroactively restated based on the exchange ratio. Organization The Company provides advanced connectivity services, location-based services, device solutions, managed and professional services used in the development and support of IoT technology for the Machine-to-Machine (“M2M”) market. The Company’s IoT platform is delivered in partnership with the world’s largest mobile network operators and provides secure, reliable wireless connectivity to mobile and fixed devices. This technology enables the Company to expand its global technology platform by transferring capabilities across new and existing vertical markets and delivers complimentary products to channel partners and resellers worldwide. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
Accounting Policies [Abstract] | ||
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 1 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation and Principles of Consolidation The accompanying 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 regulations 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. KORE Group Holdings, Inc. and its Subsidiaries (“the Company”) use the same accounting policies in preparing quarterly and annual financial statements. Therefore, these consolidated financial statements and accompanying notes should be read in conjunction with the consolidated financial statements and accompanying notes included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022. All significant intercompany balances and transactions have been eliminated. In the opinion of management, the accompanying consolidated financial statements reflect all normal recurring adjustments necessary to present fairly the financial position, results of operations, comprehensive loss, 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 2023 or any future period. Recently Adopted Accounting Pronouncements The Company considers the applicability and impact of all ASUs issued by the FASB. ASUs not listed below were assessed and determined to be either not applicable or did not have a material impact on the Company's consolidated financial statements. The following ASUs have been adopted by the Company since the Company’s last Annual Report on Form 10-K. ASU 2016-13, Financial Instruments—Credit Losses: Measurement of Credit Losses on Financial Instruments The Company adopted ASU 2016-13, on January 1, 2023, utilizing the modified retrospective method. The adoption of ASU 2016-13 modified the measurement of expected credit losses on certain financial instruments such as trade receivables that result from revenue transactions within the scope of ASC 606. The Company adopted ASU 2016-13 utilizing the loss rate method which considers historical loss rates, adjusted for current conditions, and reasonable and supportable forecasts to its trade receivable balances. The adoption of ASU 2016-13 did not have a material impact on the Company’s consolidated financial statements. ASU 2022-04, Liabilities—Supplier Finance Programs (Topic 405-50) - Disclosure of Supplier Finance Program Obligations The Company adopted ASU 2022-04, on January 1, 2023, except for the annual roll forward requirement which is effective for fiscal years beginning after December 15, 2023. The standard requires entities that use supplier finance programs to disclose the key terms, including a description of payment terms, the confirmed amount outstanding under the program at the end of each reporting period, a description of where those obligations are presented on the balance sheet, and an annual roll forward, including the amount of obligations confirmed and the amount paid during the period. The guidance does not affect the recognition, measurement, or financial statement presentation of obligations covered by supplier finance programs. See Note 5 for details of the program under the Premium Finance Agreement. Recently Issued Accounting Pronouncements The Company considers the applicability and impact of all ASUs issued by the FASB. ASUs not listed here were assessed and determined to be either not applicable or are not expected to have a material impact on the Company's consolidated financial statements. | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The Company’s consolidated financial statements are expressed in U.S. dollars and have been prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”). Intercompany balances and transactions were eliminated upon consolidation. The preparation of consolidated financial statements in conformity with US GAAP requires management to make use of estimates and assumptions that affect the reported amounts and disclosures. The Business Combination was accounted for as a reverse recapitalization as pre-combination KORE was determined to be the accounting acquirer under Financial Accounting Standard Board's ("FASB") ASC Topic 805, Business Combination (“ASC 805”). Pre-combination KORE was determined to be the accounting acquirer based on the evaluation of the following facts and circumstances: • the equity holders of pre-combination KORE held the majority (54%) of voting rights in the Company; • the senior management of pre-combination KORE became the senior management of the Company; • in comparison with CTAC, pre-combination KORE has significantly more revenues and total assets and a larger net loss; and, • the operations of pre-combination KORE comprise the ongoing operations of the Company, and the Company assumed pre-Combination KORE’s headquarters. Accordingly, for accounting purposes, the financial statements of the Company represent a continuation of the financial statements of pre-combination KORE with the acquisition being treated as the equivalent of pre-combination KORE issuing stock for the net assets of CTAC, accompanied by a recapitalization. The net assets of CTAC were stated at historical cost, with no goodwill or other intangible assets recorded. Pre-combination KORE was deemed to be the predecessor and the consolidated assets and liabilities and results of operations prior to September 30, 2021 are those of pre-combination KORE. Reported shares and earnings per share available to common stockholders, prior to the Business Combination, have been retroactively restated to reflect the exchange ratio established in the merger agreement. The number of shares of preferred stock was also retroactively restated based on the exchange ratio. Foreign Currency The functional currency of the Company’s foreign subsidiaries is generally the local currency. Any transactions recorded in the Company’s foreign subsidiaries denominated in a currency other than the local currency are remeasured using current exchange rates each reporting period with the resulting unrealized gains or losses being included in selling, general and administrative expenses in the consolidated statements of operations. For consolidation purposes, all assets and liabilities denominated in a foreign currency are translated into U.S. dollars at the exchange rate on the balance sheet date. Revenues and expenses are translated at the average exchange rate during the period. Equity transactions are translated using historical exchange rates. Adjustments resulting from translating foreign functional currency financial statements into U.S. dollars are recorded as part of a separate component of stockholders’ equity and reported in the consolidated statements of comprehensive loss. Segments Operating segments are defined as components of an entity for which separate financial information is available and that is regularly reviewed by the CODM in deciding how to allocate resources to the individual segment and in assessing performance. The Company’s CODM is its Chief Executive Officer. The Company has determined that it operates in one operating segment and one reportable segment, as the CODM reviews financial information presented on a consolidated basis for purposes of making operating decisions, allocating resources, and evaluating financial performance. Use of Estimates The preparation of consolidated financial statements, in conformity with US GAAP, requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and disclosure of contingent assets and liabilities at the date of the consolidated financial statements relate to the following; (1) revenue recognition such as determining the nature and timing of the satisfaction of performance obligations, (2) revenue reserves, (3) allowances for accounts receivable, (4) inventory obsolescence, (5) the measurement of assets acquired and liabilities assumed in business combinations at fair value, (6) assessment of indicators of goodwill impairment and the determination of the fair value of the Company’s reporting unit, (7) determination of useful lives of the Company’s intangible assets and equipment, (8) the assessment of expected cash flows used in evaluating long-lived assets for impairment, (9) the calculation of capitalized software costs, and (10) accounting for uncertainties in income tax positions. 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. Revenue Recognition We recognize revenue under ASC 606, Revenue from Contracts with Customers by apply the following steps: (1) identify the contract with a customer; (2) identify the performance obligations in the contract; (3) determine the transaction price; (4) allocate the transaction price to the performance obligations in the contract; and (5) recognize revenue when, or as, the Company satisfies a performance obligation. Payments are generally due and received within 30-60 days from the point of billing customers. The Company derives revenues primarily from IoT Connectivity and IoT Solutions. Connectivity arrangements provide customers with secure and reliable wireless connectivity to mobile and fixed devices through various mobile network carriers. Revenue from IoT Connectivity consists of monthly recurring charges (“MRC’s”) and overage/usage charges, and contracts are generally short-term in nature (i.e., month-to-month arrangements). Revenue for MRC’s and overage/usage charges are recognized over time as the Company satisfies the performance obligation (generally starting when an enrolled device is activated on the Company’s platform). Most of the MRC’s are billed monthly in advance (generally in the last week of a month); any amounts billed for which the service has not been provided as of the balance sheet dates are reported as a contract liability and components of deferred revenue. Overage/usage charges are billed in arrears on a monthly cycle. Overage/usage charges are evaluated on a monthly basis, and any overage/usage charges determined by management as unlikely to be collected due to a customer disputing the charge or due to a concession are reserved. Reserved items are written off when deemed uncollectible or recognized as revenue if collected. Certain IoT Connectivity customers also have the option to purchase products and/or equipment (e.g. subscriber identification module or “SIM” cards, routers, phones, or tablets) from the Company on an as needed basis. Product sales to IoT Connectivity customers are recognized when control is transferred to the customer, which is typically upon shipment of the product. IoT Solutions arrangements include 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 (“SSPs”). When available, the Company uses observable prices to determine SSPs. When observable prices are not available, SSPs are established that reflect the Company's best estimates of what the selling price of the performance obligations would be if they were sold regularly on a stand-alone basis. The Company's process for estimating SSPs without observable prices consider multiple factors that may vary depending upon the unique facts and circumstances related to each performance obligation including, where applicable, prices charged by the Company for similar offerings, market trends in the pricing for similar offerings, product-specific business objectives and the estimated cost to provide the performance obligation. Hardware, deployment services, and connectivity services generally have readily observable prices. The standalone selling price of our warehouse management services (which is associated with our bill-and-hold inventory and determined to be immaterial as discussed below) was determined using a cost-plus-margin approach with the primary assumptions including Company profit objectives, internal cost structure, and current market trends. Device and other hardware sales in IoT Solutions arrangements are generally accounted for as separate contracts since the customer is not obligated to purchase additional services when committing to the purchase of any products. Such sales are typically recognized upon shipment to the customer. However, in certain contracts, the customer has requested the Company to hold the products ordered for later shipment to the customer’s remote location or to the customer’s end user as a part of a vendor managed inventory model. In these situations, management has concluded that transfer of control to the customer occurs prior to shipment. In these “bill-and-hold” arrangements, the right to invoice, transfer of legal title and transfer of the risk and rewards associated with the products occurs when the Company receives the hardware from a third-party vendor and has deemed it to be functional. Additionally, the products are identified both physically and systematically as belonging to a specific customer, are usable by the customer, and are only shipped, used, or disposed as directed by the specific customer. Based on these factors, management recognizes revenue on bill-and-hold hardware when the hardware is received by the Company and deemed functional. As part of the bill-and-hold arrangements, the Company performs a service related to the storage of the hardware. The Company has determined that any storage fee related to bill-and-hold inventory is immaterial to the consolidated financial statements taken as a whole. Deployment services consist of the Company preparing hardware owned by a customer for use by a customer’s end user. Deployment and connectivity may both be included within a single IoT Solutions contract and are considered separate performance obligations. While consideration for deployment services is generally fixed when ordered by the client, consideration for connectivity services is variable and solely related to the connectivity services. Therefore, the fixed consideration is allocated to the deployment services and is recognized as revenue when the services are provided (i.e. when the related hardware is shipped to the customer). Connectivity within IoT Solutions contracts are recognized similar to the IoT Connectivity as described above, since such contracts are generally short term in nature and variability is resolved each month as the services are provided. Professional services are generally provided over a contract term of one to two months. Revenue is recognized over time on an input method basis (typically, based on hours completed to date and an estimate of total hours to complete the project). There are no material instances where variable consideration is constrained and not recorded at the initial time of sale. Product returns are recorded as a reduction to revenue based on anticipated sales returns that occur in the normal course of business and are immaterial for the years ended December 31, 2022, and 2021. 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 years presented. Additionally, the Company does not have material costs related to obtaining a contract with amortization periods greater than one year for any of the years presented. Overage usage charges are evaluated on a monthly basis, and any overage/usage charges determined by management as unlikely to be collected due to a customer disputing the charge or due to a concession are reserved in the month billed and are not initially recognized as revenue. These amounts are netted against accounts receivable and reversed when credited to the customer account, generally no longer than one to two months after initial billing. The Company applies ASC 606 utilizing the following allowable exemptions or practical expedients: • Exemption to not disclose the unfulfilled performance obligation balance for contracts with an original length of one year or less. • Practical expedient to recognize the incremental costs of obtaining a contract as an expense when incurred if the amortization period of the asset that the entity otherwise would have recognized is one year or less. • Election to present revenue net of sales taxes and other similar taxes. • Election from recognizing shipping and handling activities as a separate performance obligation. • Practical expedient not requiring the entity to adjust the promised amount of consideration for the effects of a significant financing component if the entity expects, at contract inception, that the period between when the entity transfers a promised good or service to a customer and when the customer pays for that good or service will be one year or less. Restricted Cash 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 Cash is a financial instrument that is potentially subject to concentrations of credit risk. The Company’s cash is 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 is held. The Company has no other financial instruments with off-balance-sheet risk of loss. Accounts Receivable, Net of Allowance for Doubtful Accounts The carrying amount of accounts receivable is reduced by a valuation allowance that reflects management’s best estimate of the amounts that will not be collected. Management reviews all accounts receivable balances that exceed terms from the invoice date individually, and based on an assessment of current creditworthiness, past payment history, and historical loss experience, and provides an allowance for the portion, if any, of the balance not expected to be collected. All accounts or portions thereof considered uncollectible or require excessive collection costs are written off to the allowance for doubtful accounts and recorded under selling, general and administrative expense in the consolidated statements of operations. Inventories The Company records its inventory, which primarily consists of finished goods such as SIM cards, other hardware and packaging materials, using the first-in, first-out method, except for certain legacy acquisition that use weighted average cost method to account for approximately 14% of the total consolidated inventory. Certain items in inventory require limited assembly procedures to be performed before shipping the items to customers. Due to the insignificant nature and cost associated with the assembly procedures, the Company classifies these items as finished goods. Inventories are stated at the lower of cost or net realizable value. The Company performs ongoing evaluations and maintains a reserve if necessary for slow-moving and obsolete items, based upon factors surrounding the inventory age, amount of inventory on hand and projected sales. Property and Equipment The Company’s property and equipment primarily consist of computer hardware and software, networking equipment as well as furniture and fixtures. Property and equipment are recorded at cost and are depreciated over their estimated useful lives using the declining-balance method at the following annual rates: Computer hardware and software 30 % Networking equipment 20 % Furniture and fixtures 20 % Maintenance, repairs, and ordinary replacements are recorded under selling, general and administrative expenses in the consolidated statement of operations as incurred. Expenditures for improvements that extend the physical or economic life of the property are capitalized. Leasehold improvements are depreciated using the straight-line method over the shorter of the estimated useful life or the remaining term of the lease. The Company includes computer software in property and equipment as the software is integral to enabling the functioning of the hardware. Leases At the beginning of the first quarter of fiscal 2022, the Company adopted the FASB Accounting Standards Update (“ASU”) No. 2016-02, Leases (Topic 842) (“ASU 2016-02”), and additional ASUs issued to clarify and update the guidance in ASU 2016-02 (collectively, the “new leases standard”). The Company leases real estate, computer hardware and vehicles for use in our operations under both operating and finance leases. The Company assesses 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 asset and lease liability at the lease commencement date, which is the date that the underlying asset becomes available for use. For both operating and finance leases, we recognize a right-of-use asset, which represents our right to use the underlying asset for the lease term, and a lease liability, which represents the present value of our obligation to make payments arising over the lease term. The present value of our obligation to make payments is calculated using the incremental borrowing rate for operating and finance leases. The incremental borrowing rate is determined using a portfolio approach based on the rate of interest that the Company would have to pay to borrow an amount equal to the lease payments on a collateralized basis over a similar term. Management uses the unsecured borrowing rate and risk-adjusts that rate to approximate a collateralized rate, which will be updated on an annual basis for the measurement of new lease liabilities. In those circumstances where the Company is the lessee, we have elected to account for non-lease components associated with our leases (e.g., common area maintenance costs) and lease components as a single lease component for all of our asset classes. 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 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. The Company recognizes the amortization of the right-of-use asset for our finance leases on a straight-line basis over the shorter of the term of the lease or the useful life of the right-of-use asset in depreciation and amortization expense in our consolidated statements of operations. The interest expense related to finance leases is recognized using the effective interest method based on the discount rate determined at lease commencement and is included within interest expense in our consolidated statements of operations. Internal Use Software Certain costs of platform and software applications developed for internal use are capitalized as intangible assets. Capitalization of costs begins when two criteria are met: (i) the preliminary project stage is completed (i.e. application development stage) and (ii) it is probable that the software will be completed and used for its intended function. The Company also capitalizes costs related to specific upgrades and enhancements when it is probable the expenditure will result in additional functionality. Costs incurred for maintenance, minor upgrades and enhancements are recorded under selling, general and administrative expenses in the consolidated statement of operations as incurred. Costs related to preliminary project activities and post-implementation operating activities are also recorded under selling, general and administrative expenses in the consolidated statement of operations as incurred. The Company amortizes the capitalized costs on a straight-line basis over the useful life of the asset. Refer to “Note 9, Goodwill and Other Intangible Assets” to the consolidated financial statements, for further detail of the Company’s average useful lives for capitalized internal use computer software. Business Combinations The Company allocates the fair value of the consideration transferred to the assets acquired and liabilities assumed based on their fair values at the acquisition date. The excess of the fair value of consideration transferred over the fair value of the assets acquired, and liabilities assumed is recorded as goodwill. Acquisition-related expenses and restructuring costs are recognized separately from the business combination and expensed as incurred. All changes in accounting for deferred tax asset valuation allowances and acquired income tax uncertainties after the measurement period are recognized as a component of provision for income taxes. When determining the fair values of assets acquired and liabilities assumed, management makes significant estimates and assumptions, especially with respect to intangible assets. Critical estimates in valuing intangible assets include expected future cash flows based on consideration of future growth rates and margins, customer attrition rates, future changes in technology and brand awareness and discount rates. Fair value estimates are based on the assumptions management believes a market participant would use in pricing the asset or liability. While the Company uses its best estimates and assumptions as a part of the purchase price allocation process to accurately value assets acquired and liabilities assumed as of the acquisition date, its estimates and assumptions are inherently uncertain and subject to refinement. As a result, during the preliminary purchase price measurement period, which may be up to one year from the acquisition date, the Company records adjustments to the provisional amounts recognized at the acquisition date to reflect new information obtained about facts and circumstances that existed as of the acquisition date, with a corresponding offset to goodwill. The Company records adjustments to assets acquired or liabilities assumed subsequent to the preliminary purchase price measurement period in its operating results in the period in which the adjustments were determined. Fair Value Measurements The Company applies the provisions of ASC 820, Fair Value Measurements, for fair value measurements of financial assets and financial liabilities and for fair value measurements of non-financial items that are recognized or disclosed at fair value in the financial statements on a recurring basis. The Company also applied the provisions of the subtopic to fair value measurements of non-financial assets and non-financial liabilities that are recognized or disclosed at fair value in the financial statements on a non-recurring basis. The subtopic defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The subtopic also establishes a framework for measuring fair value and expands disclosures about fair value measurements. The fair value framework requires the Company to categorize certain assets and liabilities into three levels, based upon the assumptions used to price those assets or liabilities. The three levels are defined as follows: Level 1. Quoted prices in active markets for identical assets or liabilities. Level 2. Quoted prices for similar assets and liabilities in active markets or inputs that are observable. Level 3. Unobservable inputs reflecting management’s own assumptions about the inputs used in pricing the asset or liability. The Company has determined the estimated fair value of its financial instruments based on appropriate valuation methodologies; however, considerable judgment is required to develop these estimates. Accordingly, these estimated fair values are not necessarily indicative of the amounts the Company could realize in a current market exchange. The estimated fair values can be materially affected by using different assumptions or methodologies. The methods and assumptions used in estimating the fair values of financial instruments are based on carrying values and future cash flows. Cash is stated at cost, which approximates fair value. The carrying amounts reported in the balance sheet for accounts receivable, accounts payable, and accrued liabilities approximate fair value, due to their short-term maturities. Long-term debt is carried at amortized cost using the effective interest rate method. The Company’s outstanding borrowings are not required to be measured at fair value at the end of each reporting period. The carrying and fair values of the Company’s outstanding borrowings are disclosed at the end of each reporting period in “Note 10 – Long Term Debt and Other Borrowings, net” to the consolidated financial statements. The Notes under the Backstop agreement, are carried at amortized cost using the effective interest rate method and is disclosed in “Note 10 – Long Term Debt and Other Borrowings, net” to the consolidated financial statements. The Company has outstanding private warrants (“Private Warrants”) issued for the purchase of common stock, which are liability-classified. The Private Warrants are marked to fair value using the fair value of the Company's public warrants that trade on the NYSE, therefore are evaluated as Level 2 for fair value as disclosed in “Note 14 - Warrants on Common Stock” to the consolidated financial statements. Stock-Based Compensation The Company has had several stock-based compensation plans, which are more fully described in “Note 13 - Stock-Based Compensation”, to the consolidated financial statements. Stock-based compensation is generally recognized as an expense following the straight-line attribution method over the requisite service period. The fair value of stock-based compensation is measured on the grant date based on the grant-date fair value of the awards using the lattice model. Intangible Assets Identifiable intangible assets acquired individually or as part of a group of other assets are initially recognized and measured at cost. The cost of a group of intangible assets acquired in a transaction, including those acquired in a business combination that meet the specified criteria for recognition apart from goodwill, is the sum of the individual assets acquired based on their acquisition date fair values. The cost incurred to enhance the service potential of an intangible asset is capitalized as a betterment. Identifiable intangible assets comprise assets that have a definite life amortized on a straight-line basis over their estimated useful lives as follows: Customer relationships 10-13 years Technology 5-9 years Carrier contracts 10 years Trademarks 9-10 years Internally developed computer software 3-5 years The Company capitalizes costs directly related to the design, deployment and enhancements of its internal operating support systems, including employee-related costs. Goodwill Goodwill represents the excess fair value of consideration transferred over the fair value of the net identifiable assets acquired in a business combination. Goodwill is evaluated annually on October 1st for impairment or more frequently if impairment indicators are present. A qualitative assessment is performed to determine whether the existence of events or circumstances leads to a determination that it is more likely than not the fair value of the reporting unit is less than its carrying amount. Qualitative factors considered are macroeconomics conditions such as geographical location and fluctuations in foreign exchange, industry and market conditions, financial performance including both profitability and cash flows from operations, entity-specific events and share price trends. If, based on the qualitative assessment, it is determined that it is more likely than not the fair value of the reporting unit is less than its carrying amount, then a quantitative test is performed and an impairment loss is recognized in an amount equal to the excess of the carrying value over the fair value of the reporting unit, limited to the total amount of goodwill allocated to that reporting unit. Under a quantitative test, the Company obtains a third-party valuation of the fair value of the reporting unit. Assumptions used in the fair value calculation include revenue growth and profitability, terminal values, discount rates, and implied control premium. These assumptions are consistent with those the Company believes hypothetical marketplace participants would use. Deferred Financing Costs Deferred financing costs consist principally of debt issuance costs which are being amortized using the effective interest method over the terms of the related debt agreements and are presented in the consolidated balance sheets as direct deductions from long-term debt. Issuance costs for credit facilities are recorded in other long-term assets in the consolidated balance sheets and are amortized over the term of the agreement using the straight-line method. Defined Contribution Plans The Company sponsors defined contribution plans (the “Plans”) that cover our domestic and international employees following the completion of an eligibility period. Under the Plans, participating employees may defer a portion of their pretax earnings up to the limits provided by local statutory requirements. The Company makes matching contributions, subject to limits of the base compensation that a participant contributes to the Plan. The Company’s matching contributions vest over up to a maximum of four years from the participant’s date of hire. The Company records its portion of matching contributions as an expense within the selling, general and administrative financial statement line item. The Company contributed in aggregate $0.5 million, and $0.4 million for fiscal years 2022 and 2021, respectively. Impairment of Long-Lived Assets The Company reviews long-lived assets, such as property and equipment, and purchased intangibles subject to amortization, for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. The recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to the estimated undiscounted future cash flows expected to be generated by the asset. If the carrying amount of an asset exceeds its estimated future cash flows, an impairment charge is recognized for the amount by which the carrying amount of the asset exceeds the fair value of the asset. Assets to be disposed of by sale would be separately presented in the consolidated balance sheet and reported at the lower of the carrying amount or fair value less costs to sell and are no longer depreciated. The assets and liabilities of a group classified as held for sale would be presented separately in the appropriate asset and liability sections of the consolidated balance sheet. There were no assets classified as held for sale at any of the balance sheet dates presented. Income Taxes The Company provides for income taxes under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The Company recognized the effect o |
REVISION OF PREVIOUSLY REPORTED
REVISION OF PREVIOUSLY REPORTED CONSOLIDATED FINANCIAL STATEMENTS | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Changes and Error Corrections [Abstract] | |
REVISION OF PREVIOUSLY REPORTED CONSOLIDATED FINANCIAL STATEMENTS | NOTE 3 – REVISION OF PREVIOUSLY REPORTED CONSOLIDATED FINANCIAL STATEMENTS In connection with the Company’s review of our intercompany transfer pricing methodology, and in preparation of finalizing the consolidated financial statements for the year ended December 31, 2022, the Company identified errors in its historical financial statements relating to income taxes and indirect taxes. The Company assessed the materiality of these errors along with other immaterial errors from previous reviews and annual audits in 2021, and 2022 under ASC 250, “Accounting Changes and Error Corrections,” Staff Accounting Bulletin No. 99, “Materiality,” and Staff Accounting Bulletin No. 108, “Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements” and concluded that the annual consolidated financial statements for the year ended December 31, 2021, and the unaudited interim consolidated financial statements for the first three quarters of 2021, and 2022 were not materially misstated but should be revised. The amounts and disclosures included in this Form 10-K have been revised to reflect the correct presentation. Income Tax Adjustments In connection with a review of the Company’s intercompany transfer pricing methodology, we determined that the Company should have recorded income tax expense related to an uncertain tax position associated with certain intercompany balances between our legal entities in several domestic and foreign jurisdictions. Management has concluded that we have an income tax exposure on a consolidated basis which resulted in an understatement of income tax expense and other long-term liabilities for the following amount: • For the year ended December 31, 2021 - $0.7 million. • First quarter of 2021 - $0.2 million. • Second quarter of 2021 - $0.2 million. • Third quarter of 2021 - $0.3 million. • First quarter of 2022 - $0.4 million. • Second quarter of 2022 - $0.4 million. • Third quarter of 2022 - $0.8 million. Indirect Tax Adjustments As part of our fourth quarter 2022 financial statement close process, we determined that the Company should have accrued a liability relating to a historical indirect tax exposure on customer invoices in two subsidiaries within the same foreign jurisdiction. The error resulted in the Company understating selling, general, and administrative expenses and other long-term liabilities for the following amount: • For the year ended December 31, 2021 - $0.5 million. • For each of the three quarters of 2021 - $0.1 million. • For each of the three quarters of 2022 - $0.1 million. Other Adjustments In addition to the income tax and indirect tax errors discussed above, management has decided to revise our financial statements to reflect several immaterial errors identified in prior year audits and quarterly reviews. These immaterial errors relate to the following: • Customer billing error resulted in an understatement of revenue and account receivable of approximately $0.05 million for each of the quarters in 2021 and 2022 and $0.22 million for the year ended December 31, 2021. • A misallocation of the purchase price relating to a prior business combination resulted in an overstatement of intangible assets and an understatement of goodwill, which resulted in an overstatement of intangible asset amortization expense of $0.02 million for each of the quarters in 2021 and 2022 and $0.08 million for the year ended December 31, 2021. • Initial public offering costs of $1.4 million should have been expensed in the quarter ended March 31, 2021 instead of the quarter ended June 30, 2021. We inappropriately capitalized such cost as of March 31, 2021. • Revenue of $0.6 million should have been recognized in the quarter ended June 30, 2022 instead of the quarter ended September 30, 2022. • Tax effect on pre-tax book loss resulting in either an understatement/overstatement of income tax expense/(benefit) and other long-term liabilities for the following periods: • For the year ended December 31, 2021 - $0.19 million. • First quarter of 2021 - ($0.23) million. • Second quarter of 2021 - $0.69 million. • Third quarter of 2021 - ($0.46) million. • First quarter of 2022 - ($0.04) million. • Second quarter of 2022 - $0.14 million. • Third quarter of 2022 - ($0.07) million. • Several immaterial cutoff errors between quarters related to revenue, cost of sales, and selling, general & administrative expenses. The following tables present the impact of the revisions on our annual consolidated financial statements for the year ended December 31, 2021, including the impact to the accumulated other comprehensive income (loss) and the accumulated deficit balances as of December 31, 2020. The revised unaudited interim consolidated financial statements are included in Note 17 to the consolidated financial statements. KORE Group Holdings, Inc. and Subsidiaries Consolidated Balance Sheets (In thousands USD, except share and per share amounts) December 31, 2021 As previously reported Income tax adjustments Indirect tax adjustments Other adjustments* As revised Assets Current assets Cash $ 85,976 — — — $ 85,976 Accounts receivable, net 51,304 — — 311 51,615 Inventories, net 15,470 — — — 15,470 Income taxes receivable 954 — — (20) 934 Prepaid expenses and other receivables 7,448 — — (85) 7,363 Total current assets 161,152 — — 206 161,358 Non-current assets Restricted cash 367 — — — 367 Property and equipment, net 12,240 — — — 12,240 Intangibles assets, net 203,474 — — (924) 202,550 Goodwill 381,962 — — 1,453 383,415 Other long-term assets 407 — — — 407 Total assets $ 759,602 $ — $ — $ 735 $ 760,337 Liabilities and stockholders’ equity Current liabilities Accounts payable $ 16,004 — — — $ 16,004 Accrued liabilities 21,311 — — 1,042 22,353 Income taxes payable 467 — — — 467 Current portion of capital lease obligations 191 — — (191) — Deferred revenue 6,889 — — — 6,889 Current portion of long-term debt and other borrowings, net 3,326 — — — 3,326 Total current liabilities 48,188 — — 851 49,039 Non-current liabilities Deferred tax liabilities 36,722 1,435 — (232) 37,925 Warrant liability 286 — — — 286 Capital lease obligations 264 — — (264) — Long-term debt and other borrowings, net 399,115 — — — 399,115 Other long-term liabilities 2,884 1,994 1,257 315 6,450 Total liabilities $ 487,459 $ 3,429 $ 1,257 $ 670 $ 492,815 Stockholders’ equity Common stock, voting; par value $0.0001 per share; 315,000,000 shares authorized, 72,027,743 shares issued and outstanding at December 31, 2021 $ 7 — — — $ 7 Additional paid-in capital 413,646 — — (331) 413,315 Accumulated other comprehensive loss (3,331) (46) — (86) (3,463) Accumulated deficit (138,179) (3,383) (1,257) 482 (142,337) Total stockholders’ equity 272,143 (3,429) (1,257) 65 267,522 Total liabilities and stockholders’ equity $ 759,602 $ — $ — $ 735 $ 760,337 __________________ * Certain reclassifications have been made to the 2021 consolidated balance sheet to conform to the 2022 presentation for leases. KORE Group Holdings, Inc. and Subsidiaries Consolidated Statements of Operations (In thousands USD, except share and per share amounts) December 31, 2021 As previously reported Income tax adjustments Indirect tax adjustments Other Adjustments As Revised Revenue Services $ 187,962 $ — $ — $ 218 $ 188,180 Products 60,255 — — — 60,255 Total revenue 248,217 — — 218 248,435 Cost of revenue Cost of services 69,867 — — (482) 69,385 Cost of products 52,357 — — (382) 51,975 Total cost of revenue (exclusive of depreciation and amortization shown separately below) 122,224 — — (864) 121,360 Operating expenses — Selling, general and administrative 91,733 — 457 113 92,303 Depreciation and amortization 50,414 — — (83) 50,331 Total operating expenses 142,147 — 457 30 142,634 Operating loss (16,154) — (457) 1,052 (15,559) Interest expense, including amortization of deferred financing costs, net 23,260 — — — 23,260 Change in fair value of warrant liability (5,267) — — — (5,267) Loss before income taxes (34,147) — (457) 1,052 (33,552) Income tax expense (benefit) (9,694) 732 — 186 (8,776) Net loss $ (24,453) $ (732) $ (457) $ 866 $ (24,776) Loss per share: Basic $ (1.03) $ (0.02) $ (0.01) $ 0.02 $ (1.04) Diluted $ (1.03) $ (0.02) $ (0.01) $ 0.02 $ (1.04) Weighted average shares outstanding (in Number): Basic 41,933,050 — — — 41,933,050 Diluted 41,933,050 — — — 41,933,050 KORE Group Holdings, Inc. and Subsidiaries Consolidated Statements of Comprehensive Loss (In thousands USD) December 31, 2021 As previously reported Income tax adjustments Indirect tax adjustments Other Adjustments As Revised Net loss $ (24,453) $ (732) $ (457) $ 866 $ (24,776) Other comprehensive income (loss): Foreign currency translation adjustment (1,654) 53 — (300) (1,901) Comprehensive loss $ (26,107) $ (679) $ (457) $ 566 $ (26,677) KORE Group Holdings, Inc. and Subsidiaries Consolidated Statements of Temporary Equity and Stockholders’ Equity (In thousands, USD, except share amounts) Series A Preferred Series A-1 Series B Preferred Series C Convertible Total Temporary Equity Common Stock Additional paid-in capital Accumulated Accumulated Total Temporary Equity Shares Amount Shares Amount Shares Amount Shares Amount Amount Shares Amount Amount Amount Amount Amount As Reported Balance at December 31, 2020 7,756,158 $ 77,562 7,862,107 $ 78,621 9,090,975 $ 90,910 2,566,186 $ 16,802 $ 263,895 30,281,520 $ 3 $ 135,616 $ (1,677) $ (113,726) $ 20,216 Derecognition of shares — — — — — — (45,818) (300) (300) — — — — — — Accrued dividends payable 765,609 7,656 824,076 8,241 692,543 6,925 — — 22,822 — — (22,822) — — (22,822) Foreign currency translation adjustment — — — — — — — — — — — — (1,654) — (1,654) Share-based compensation — — — — — — — — — 200,426 — (1,856) — — (1,856) Distributions to and conversions of preferred stock (8,521,767) (85,218) (8,686,183) (86,862) (9,783,518) (97,835) (2,520,368) (16,502) (286,417) 7,120,368 1 56,502 — — 56,503 CTAC shares recapitalized, net of equity issuance costs of $15,943 — — — — — — — — — 10,373,491 1 6,428 — — 6,429 Conversion of KORE warrants — — — — — — — — — 1,365,612 — 10,663 — — 10,663 Private offering and merger financing, net of equity issuance costs of $8123 — — — — — — — — — 22,686,326 2 216,875 — — 216,877 Equity portion of convertible debt, net of deferred financing costs of $384, net of sponsor shares of $683, net of deferred tax liability of $3,999 — — — — — — — — — — — 12,240 — — 12,240 Net loss — — — — — — — — — — — — — (24,453) (24,453) Balance at December 31, 2021 — $ — — $ — — $ — — $ — $ — 72,027,743 $ 7 $ 413,646 $ (3,331) $ (138,179) $ 272,143 Adjustments Balance, December 31, 2020 — — — — — — (45,818) (300) (300) — — — 115 (3,835) (3,720) Derecognition of shares — — — — — — 45,818 300 300 — — — — — — Foreign currency translation adjustment — — — — — — — — — — — — (247) — (247) Private offering and merger financing — — — — — — — — — — — (331) — — (331) Net loss — — — — — — — — — — — — — (323) (323) Total Adjustments — — — — — — — — — — — $ (331) $ (132) $ (4,158) $ (4,621) As Revised Balance at December 31, 2020 7,756,158 77,562 7,862,107 78,621 9,090,975 90,910 2,520,368 16,502 263,595 30,281,520 3 135,616 (1,562) (117,561) 16,496 Derecognition of shares — — — — — — — — — — — — — — — Accrued dividends payable 765,609 7,656 824,076 8,241 692,543 6,925 — — 22,822 — — (22,822) — — (22,822) Foreign currency translation adjustment — — — — — — — — — — — — (1,901) — (1,901) Share-based compensation — — — — — — — — — 200,426 — (1,856) — — (1,856) Distributions to and conversions of preferred stock (8,521,767) (85,218) (8,686,183) (86,862) (9,783,518) (97,835) (2,520,368) (16,502) (286,417) 7,120,368 1 56,502 — — 56,503 CTAC shares recapitalized, net of equity issuance costs of $15,943 — — — — — — — — — 10,373,491 1 6,428 — — 6,429 Conversion of KORE warrants — — — — — — — — — 1,365,612 — 10,663 — — 10,663 Private offering and merger financing, net of equity issuance costs of $8123 — — — — — — — — — 22,686,326 2 216,544 — — 216,546 Equity portion of convertible debt, net of deferred financing costs of $384, net of sponsor shares of $683, net of deferred tax liability of $3,999 — — — — — — — — — — — 12,240 — — 12,240 Net loss — — — — — — — — — — — — — (24,776) (24,776) Balance at December 31, 2021 — $ — — $ — — $ — — $ — $ — 72,027,743 $ 7 $ 413,315 $ (3,463) $ (142,337) $ 267,522 KORE Group Holdings, Inc. and Subsidiaries Consolidated Statements of Cash Flows (In thousands USD) December 31, 2021 As previously reported Income tax adjustments Indirect tax adjustments Other adjustments As Revised Cash flows from operating activities Net loss $ (24,453) $ (732) $ (457) $ 866 $ (24,776) Adjustments to reconcile net loss to net cash (used in) provided by operating activities Depreciation and amortization 50,414 — — (83) 50,331 Amortization of deferred financing costs 2,097 — — — 2,097 Amortization of discount on Backstop Notes 424 — — — 424 Deferred income taxes (9,871) 323 (143) (9,691) Non-cash foreign currency loss 344 — — — 344 Share-based compensation 4,564 — — — 4,564 Provision for doubtful accounts 322 — — — 322 Change in fair value of warrant liability (5,267) — — — (5,267) Change in operating assets and liabilities, net of operating assets and liabilities acquired: Accounts receivable (11,884) — — (218) (12,102) Inventories (9,875) — — — (9,875) Prepaid expenses and other receivables (1,700) — — 456 (1,244) Accounts payable and accrued liabilities (8,371) 409 457 (914) (8,419) Deferred revenue (805) — — — (805) Income taxes payable (697) — — 36 (661) Cash used in operating activities $ (14,758) $ — $ — $ — $ (14,758) Cash flows used in investing activities Additions to intangible assets (9,247) — — — (9,247) Additions to property and equipment (4,172) (4,172) Net cash (used) in investing activities $ (13,419) $ — $ — $ — $ (13,419) Cash flows from financing activities Proceeds from revolving credit facility 25,000 — — — 25,000 Repayment on revolving credit facility (25,000) — — — (25,000) Repayment of term loan (3,161) — — — (3,161) Repayment of other borrowings - notes payable (173) — — — (173) Proceeds from convertible debt 104,167 — — — 104,167 Proceeds from equity portion of convertible debt, net of issuance costs 15,697 — — — 15,697 Payment of deferred financing costs (1,579) — — — (1,579) Repayment of related party note (1,538) — — — (1,538) December 31, 2021 As previously reported Income tax adjustments Indirect tax adjustments Other adjustments As Revised Proceeds from CTAC and PIPE financing, net of issuance costs 223,688 — — — 223,688 Settlements of preferred shares (229,915) — — — (229,915) Payment of capital lease obligations (828) — — — (828) Payment of stock option share employee withholding taxes (2,305) — — — (2,305) Cash provided by/(used in) financing activities $ 104,053 $ — $ — $ — $ 104,053 Effect of Exchange Rate Change on Cash (226) — — — (226) Change in Cash and Restricted Cash 75,650 — — — 75,650 Cash and Restricted Cash, beginning of period 10,693 — — — 10,693 Cash and Restricted Cash, end of period $ 86,343 $ — $ — $ — $ 86,343 Non-cash investing and financing activities: Equity financing fees accrued $ 3,602 $ — $ — $ — $ 3,602 Common shares issued to preferred shareholders 56,502 — — — 56,502 Equity financing fees settled in common shares 1,863 — — — 1,863 Common shares issued to warrant holders 10,663 — — — 10,663 Common shares issued to option holders pursuant to the Cancellation Agreements 1,072 — — — 1,072 Sponsor shares distributed to lender under Backstop Agreement 683 — — — 683 Supplemental cash flow information: Interest paid $ 19,874 $ — $ — $ — $ 19,874 Taxes paid (net of refunds) 957 — — — 957 KORE Group Holdings, Inc. and Subsidiaries Condensed Consolidated Statements of Temporary Equity and Stockholders’ Equity (In thousands, USD, except share amounts) (unaudited) Series A Preferred Stock Series A-1 Preferred Stock Series B Preferred Stock Series C Convertible Preferred Stock Total Temporary Equity Common Stock Additional paid-in capital Accumulated Other Comprehensive Income (Loss) Accumulated Deficit Total Stockholders’ Equity Temporary Equity Shares Amount Shares Amount Shares Amount Shares Amount Amount Shares Amount Amount Amount Amount Amount As Reported Balance at December 31, 2020 (as previously reported) 7,756,158 $ 77,562 7,862,107 $ 78,621 9,090,975 $ 90,910 2,566,186 $ 16,802 $ 263,895 30,281,520 $ 3 $ 135,616 $ (1,677) $ (113,726) $ 20,216 Accrued dividends payable 248,622 2,486 266,558 2,666 224,161 2,241 — — 7,393 — — (7,393) — — (7,393) Foreign currency translation adjustment — — — — — — — — — — — — (900) — (900) Stock-based compensation — — — — — — — — — — — 315 — — 315 Net loss — — — — — — — — — — — — — (1,081) (1,081) Balance at March 31, 2021 8,004,780 80,048 8,128,665 81,287 9,315,136 93,151 2,566,186 16,802 271,288 30,281,520 3 128,538 (2,577) (114,807) 11,157 Adjustments Balance, December 31, 2020 — — — — — — (45,818) (300) (300) — — — 115 (3,835) (3,720) March 31, 2021 — — — — — — Foreign currency translation adjustment — — — — — — — — — — — — 4 — 4 Net loss — — — — — — — — — — — — — (918) (918) Total Adjustments - March 31, 2021 — — — — — — (45,818) (300) (300) — — — 119 (4,753) (4,634) As Revised Balance at December 31, 2020 7,756,158 77,562 7,862,107 78,621 9,090,975 90,910 2,520,368 16,502 263,595 30,281,520 3 135,616 (1,562) (117,561) 16,496 Accrued dividends payable 248,622 2,486 266,558 2,666 224,161 2,241 — — 7,393 — — (7,393) — — (7,393) Foreign currency translation adjustment — — — — — — — — — — — — (896) — (896) Stock-based compensation — — — — — — — — — — — 315 — — 315 Net loss — — — — — — — — — — — — — (1,999) (1,999) Balance at March 31, 2021 8,004,780 $ 80,048 8,128,665 $ 81,287 9,315,136 $ 93,151 2,520,368 $ 16,502 $ 270,988 30,281,520 $ 3 $ 128,538 $ (2,458) $ (119,560) $ 6,523 KORE Group Holdings, Inc. and Subsidiaries Condensed Consolidated Statements of Cash Flows (In thousands USD) (unaudited) For the three months ended March 31, 2021 As previously reported Income tax adjustments Indirect tax adjustments Other adjustments Revised Cash flows from operating activities Net loss $ (1,081) $ (238) $ (114) $ (566) $ (1,999) Adjustments to reconcile net loss to net cash used in operating activities Depreciation and amortization 13,114 — — (21) 13,093 Amortization of deferred financing costs 524 — — — 524 Deferred income taxes (1,366) 238 — (259) (1,387) Non-cash foreign currency loss (70) — — — (70) Share-based compensation 315 — — — 315 Provision for doubtful accounts (18) — — — (18) Change in fair value of warrant liability (2,424) — — — (2,424) Change in operating assets and liabilities, net of operating assets and liabilities acquired: Accounts receivable (1,855) — — (55) (1,910) Inventories (878) — — — (878) Prepaid expenses and other receivables (5,375) — — 1,274 (4,101) Accounts payable and accrued liabilities (13,311) — 114 (365) (13,562) Deferred revenue (81) — — — (81) Income taxes payable 186 — — (8) 178 Net cash used in operating activities $ (12,320) $ — $ — $ — $ (12,320) Net cash used in investing activities $ (3,091) $ — $ — $ — $ (3,091) Net cash provided financing activities $ 18,291 $ — $ — $ — $ 18,291 Effect of Exchange Rate Change on Cash and Restricted Cash (67) — — — (67) Change in Cash and Restricted Cash 2,813 — — — 2,813 Cash and Restricted Cash, beginning of period 10,693 — — — 10,693 Cash and Restricted Cash, end of period $ 13,506 $ — $ — $ — $ 13,506 KORE Group Holdings, Inc. and Subsidiaries Condensed Consolidated Statements of Stockholders’ Equity (In thousands, USD, except share amounts) (unaudited) Series A Preferred Stock Series A-1 Preferred Stock Series B Preferred Stock Series C Convertible Preferred Stock Total Temporary Equity Common Stock Additional paid-in capital Accumulated Other Comprehensive Income (Loss) Accumulated Deficit Total Stockholders’ Equity Temporary Equity Shares Amount Shares Amount Shares Amount Shares Amount Amount Shares Amount Amount Amount Amount Amount As Reported Balance at December 31, 2020 7,756,158 $ 77,562 7,862,107 $ 78,621 9,090,975 $ 90,910 2,566,186 $ 16,802 $ 263,895 30,281,520 $ 3 $ 135,616 $ (1,677) $ (113,726) $ 20,216 Accrued dividends payable 248,622 2,486 266,558 2,666 224,161 2,241 — — 7,393 — — (7,393) — — (7,393) Foreign currency translation adjustment — — — — — — — — — — — — (900) — (900) Stock-based compensation — — — — — — — — — — — 315 — — 315 Net loss — — — — — — — — — — — — — (1,081) (1,081) Balance at March 31, 2021 8,004,780 80,048 8,128,665 81,287 9,315,136 93,151 2,566,186 16,802 271,288 30,281,520 3 128,538 (2,577) (114,807) 11,157 Derecognition of shares — — — — — — (45,818) (300) (300) — — — — — — Accrued dividends payable 251,385 2,514 269,520 2,695 232,240 2,323 — — 7,532 — — (7,532) — — (7,532) Foreign currency translation adjustment — — — — — — — — — — — — 743 — 743 Stock-based compensation — — — — — — — — — — — 315 — — 315 Net loss — — — — — — — — — — — — — (6,885) (6,885) Balance at June 30, 2021 8,256,165 82,562 8,398,185 83,982 9,547,376 95,474 2,520,368 16,502 278,520 30,281,520 3 121,321 (1,834) (121,692) (2,202) Adjustments Balance, December 31, 2020 — — — — — — (45,818) (300) (300) — — — 115 (3,835) (3,720) March 31, 2021 — — — — — — Foreign currency translation adjustment — — — — — — — — — — — — 4 — 4 Net loss — — — — — — — — — — — — — (918) (918) Total Adjustments - March 31, 2021 — — — — — — (45,818) (300) (300) — — — 119 (4,753) (4,634) June 30, 2021 — — — — — — Derecognition of shares — — — — — — 45,818 300 300 — — — — — — Foreign currency translation adjustment — — — — — — — — — — — — (325) — (325) Net loss — — — — — — — — — — — — — 683 683 Total Adjustments - June 30, 2021 — — — — — — — — — — — — (206) (4,070) (4,276) As Revised Balance at December 31, 2020 7,756,158 77,562 7,862,107 78,621 9,090,975 90,910 2,520,368 16,502 263,595 30,281,520 3 135,616 (1,562) (117,561) 16,496 Accrued dividends payable 248,622 2,486 266,558 2,666 224,161 2,241 — — 7,393 — — (7,393) — — (7,393) Foreign currency translation adjustment — — — — — — — — — — — — (896) — (896) Stock-based compensation — — — — — — — — — — — 315 — — 315 Net loss — — — — — — — — — — — — — (1,999) (1,999) Balance at March 31, 2021 8,004,780 80,048 8,128,665 81,287 9,315,136 93,151 2,520,368 16,502 270,988 30,281,520 3 128,538 (2,458) (119,560) 6,523 Accrued dividends payable 251,385 2,514 269,520 2,695 232,240 2,323 — — 7,532 — — (7,532) — — (7,532) Foreign currency translation adjustment — — — — — — — — — — — — 418 — 418 Stock-based compensation — — — — — — — — — — — 315 — — 315 Net loss — — — — — — — — — — — — — (6,202) (6,202) Balance at June 30, 2021 8,256,165 $ 82,562 8,398,185 $ 83,982 9,547,376 $ 95,474 2,520,368 $ 16,502 $ 278,520 30,281,520 $ 3 $ 121,321 $ (2,040) $ (125,762) $ (6,478) KORE Group Holdings, Inc. and Subsidiaries Condensed Consolidated Statements of Cash Flows (In thousands USD) (unaudited) For the six months ended June 30, 2021 As previously reported Income tax adjustments Indirect tax adjustments Other adjustments Revised Cash flows from operating activities Net loss $ (7,966) $ (403) $ (228) $ 396 $ (8,201) Adjustments to reconcile net loss to net cash used in operating activities Depreciation and amortization 25,507 — — (42) 25,465 Amortization of deferred financing costs 1,047 — — — 1,047 Deferred income taxes (4,308) 237 — 694 (3,377) Non-cash foreign currency loss 77 — — — 77 Share-based compensation 630 — — — 630 Provision for doubtful accounts 11 — — — 11 Change in fair value of warrant liability (2,383) — — — (2,383) Change in operating assets and liabilities, net of operating assets and liabilities acquired: Accounts receivable (7,049) — — (109) (7,158) Inventories (4,089) — — — (4,089) Prepaid expenses and other receivables (9,016) — — (109) (9,125) Accounts payable and accrued liabilities (6,103) 166 228 (563) (6,272) Deferred revenue (671) — — — (671) Income taxes payable (32) — — (267) (299) Net cash used in operating activities $ (14,345) $ — $ — $ — $ (14,345) Net cash used in investing activities $ (5,973) $ — $ — $ — $ (5,973) Net cash provided by financing activities $ 18,375 $ — $ 18,375 Effect of exchange rate change on cash and restricted cash (82) — — — (82) Change in cash and restricted cash (2,025) — — — (2,025) Cash and restricted cash, beginning of period 10,693 — — — 10,693 Cash and restricted cash, end of period $ 8,668 $ — $ — $ — $ 8,668 KORE Group Holdings, Inc. and Subsidiaries Consolidated Statements of Stockholders’ Equity (Unaudited) (In thousands, USD) Series A Preferred Stock Series A-1 Preferred Stock Series B Preferred Stock Series C Convertible Preferred Stock Total Temporary Equity Common Stock Additional paid-in capital Accumulated Other Comprehensive Income (Loss) Accumulated Accumulated Total Stockholders’ Equity Temporary Equity Shares Amount Shares Amount Shares Amount Shares Amount Amount Shares Amount Amount Amount Amount Amount As Reported Balance at December 31, 2020 7,756,158 $ 77,562 7,862,107 $ 78,621 9,090,975 $ 90,910 2,566,186 $ 16,802 $ 263,895 30,281,520 $ 3 $ 135,616 $ (1,677) $ (113,726) $ 20,216 Accrued dividends payable 248,622 2,486 266,558 2,666 224,161 2,241 — — 7,393 — — (7,393) — — (7,393) Foreign currency translation adjustment — — — — — — — — — — — — (900) — (900) Stock-based compensation — — — — — — — — — — — 315 — — 315 Net loss — — — — — — — — — — — — — (1,081) (1,081) Balance at March 31, 2021 8,004,780 80,048 8,128,665 81,287 9,315,136 93,151 2,566,186 16,802 271,288 30,281,520 3 128,538 (2,577) (114,807) 11,157 Derecognition of shares — — — — — — (45,818) (300) (300) — — — — — — Accrued dividends payable 251,385 2,514 269,520 2,695 232,240 2,323 — — 7,532 — — (7,532) — — (7,532) Foreign currency translation adjustment — — — — — — — — — — — — 743 — 743 Stock-based compensation — — — — — — — — — — — 315 — — 315 Net loss — — — — — — — — — — — — — (6,885) (6,885) Balance at June 30, 2021 8,256,165 82,562 8,398,185 83,982 9,547,376 95,474 2,520,368 16,502 278,520 30,281,520 3 121,321 (1,834) (121,692) (2,202) Accrued dividends payable 265,602 2,656 287,998 2,880 236,142 2,361 — — 7,897 — — (7,897) — — (7,897) Foreign currency translation adjustment — — — — — — — — — — — — (1,322) — (1,322) Stock-based compensation — — — — — — — — — — — (3,519) — — (3,519) Distributions to and conversions of preferred stock (8,521,767) (85,218) (8,686,183) (86,862) (9,783,518) (97,835) (2,520,368) (16,502) (286,417) 7,120,368 1 56,502 — — 56,503 CTAC shares recapitalized, net of equity issuance costs of $15,912 — — — — — — — — — 10,373,491 1 6,456 — — 6,457 Conversion of KORE warrants — — — — — — — — — 1,365,612 10,663 — — 10,663 Private offering and merger financing, net of equity issuance costs of $7,718 — — — — — — — — — 22,686,326 2 217,280 — — 217,282 Equity portion of convertible debt, net of issuance costs of $224 — — — — — — — — — — — 12,510 — — 12,510 Net loss — — — — — — — — — — — — — (4,508) (4,508) Balance at September 30, 2021 — — — — — — — — — 71,827,317 7 413,316 (3,156) (126,200) 283,967 Adjustments Series A Preferred Stock Series A-1 Preferred Stock Series B Preferred Stock Series C Convertible Preferred Stock Total Temporary Equity Common Stock Additional paid-in capital Accumulated Other Comprehensive Income (Loss) Accumulated Accumulated Total Stockholders’ Equity Temporary Equity Balance, December 31, 2020 — — — — — — (45,818) (300) (300) — — — 115 (3,835) (3,720) March 31, 2021 Foreign currency translation adjustment — — — — — — — — — — — — 4 — 4 Net loss — — — — — — — — — — — — — (918) (918) Total Adjustments - March 31, 2021 — — — — — — (45,818) (300) (300) — — — 119 (4,753) (4,634) June 30, 2021 Derecognition of shares — — — — — — 45,818 300 300 — — — — — — Foreign currency translation adjustment — — — — — — — — — — — — (325) — (325) Net loss — — — — — — — — — — — — — 683 683 Total Adjustments - June 30, 2021 — — — — — — — — — — — — (206) (4,070) (4,276) September 30, 2021 Foreign currency translation adjustment — — — — — — — — — — — — 67 — 67 Private offering and merger financing — — — — — — — — — — — (331) — — (331) Net loss — — — — — — — — — — — — — 135 135 Total Adjustments - September 30, 2021 — — — — — — — — — — — (331) (139) (3,935) (4,405) As Revised Balance at December 31, 2020 7,756,158 77,562 7,862,107 78,621 9,090,975 90,910 2,520,368 16,502 263,595 30,281,520 3 135,616 (1,562) (117,561) 16,496 Accrued dividends payable 248,622 2,486 266,558 2,666 224,161 2,241 — — 7,393 — — (7,393) — — (7,393) Foreign currency translation adjustment — — — — — — — — — — — — (896) — (896) Stock-based compensation — — — — — — — — — — — 315 — — 315 Net loss — — — — — — — — — — — — — (1,999) (1,999) Balance at March 31, 2021 8,004,780 80,048 8,128,665 81,287 9,315,136 93,151 2,520,368 16,502 270,988 30,281,520 3 128,538 (2,458) (119,560) 6,523 Accrued dividends payable 251,385 2,514 269,520 2,695 232,240 2,323 — — 7,532 — — (7,532) — — (7,532) Foreign currency translation adjustment — — — — — — — — — — — — 418 — 418 Stock-based compensation — — — — — — — — — — — 315 — — 315 Series A Preferred Stock Series A-1 Preferred Stock Series B Preferred Stock Series C Convertible Preferred Stock Total Temporary Equity Common Stock Additional paid-in capital Accumulated Other Comprehensive Income (Loss) Accumulated Accumulated Total Stockholders’ Equity Temporary Equity Net loss — — — — — — — — — — — — — (6,202) (6,202) Balance at June 30, 2021 8,256,165 82,562 8,398,185 83,982 9,547,376 95,474 2,520,368 16,502 278,520 30,281,520 3 121,321 (2,040) (125,762) (6,478) Accrued dividends payable 265,602 2,656 287,998 2,880 236,142 2,361 — — 7,897 — — (7,897) — — (7,897) Foreign currency translation adjustment — — — — — — — — — — — — (1,255) — (1,255) Stock-based compensation — — — — — — — — — — — (3,519) — — (3,519) Distributions to and conversions of preferred stock (8,521,767) (85,218) (8,686,183) (86,862) (9,783,518) (97,835) (2,520,368) (16,502) (286,417) 7,120,368 1 56,502 — — 56,503 CTAC shares recapitalized, net of equity issuance costs of $15,912 — — — — — — — — — 10,373,491 1 6,456 — — 6,457 Conversion of KORE warrants — — — — — — — — — 1,365,612 — 10,663 — — 10,663 Private offering and merger financing, net of equity issuance costs of $7,718 — — — — — — — — — 22,686,326 2 216,949 — — 216,951 Equity portion of convertible debt, net of issuance costs of $224 — — — — — — — — — — — 12,510 — — 12,510 Net loss — — — — — — — — — — — — — (4,373) (4,373) Balance at September 30, 2021 — — — — — — — — — 71,827,317 $ 7 $ 412,985 $ (3,295) $ (130,135) $ 279,562 KORE Group Holdings, Inc. and Subsidiaries Consolidated Statements of Cash Flows (Unaudited) (In thousands USD) For nine months ended September 30, 2021 As previously reported Income tax adjustments Indirect tax adjustments Other adjustments Revised Cash flows from operating activities Net loss $ (12,474) $ (702) $ (342) $ 944 $ (12,574) Adjustments to reconcile net loss to net cash provided by (used in) operating activities Depreciation and amortization 37,947 — — (63) 37,884 Amortization of deferred financing costs 1,569 — — — 1,569 Deferred income taxes (8,197) 293 — 463 (7,441) Non-cash foreign currency loss (gain) (163) — — — (163) Stock-based compensation 4,564 — — — 4,564 Provision for doubtful accounts 117 — — — 117 Change in fair value of warrant liability (5,281) — — — (5,281) Change in operating assets and liabilities, net of operating assets and liabilities acquired: Accounts receivable (12,792) — — (164) (12,956) Inventories (6,461) — — — (6,461) Prepaid expenses and other current assets (5,054) — — (51) (5,105) Accounts payable and accrued liabilities (2,366) 409 342 (749) (2,364) Deferred revenue (911) — — — (911) Income taxes payable 63 — — (380) (317) Net cash used in operating activities $ (9,439) $ — $ — $ — $ (9,439) Net cash used in investing activities $ (9,782) $ — $ — $ — $ (9,782) Net cash provided by financing activities $ 81,772 $ — $ — $ — $ 81,772 Effect of exchange rate change on cash (188) (188) Change in cash and restricted cash 62,363 — — — 62,363 Cash and restricted cash, beginning of period $ 10,693 — — — $ 10,693 Cash and restricted cash, end of period $ 73,056 $ — $ — $ — $ 73,056 |
REVENUE RECOGNITION
REVENUE RECOGNITION | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
Revenue from Contract with Customer [Abstract] | ||
REVENUE RECOGNITION | NOTE 2 – REVENUE Contract Balances Deferred revenue primarily relates to revenue that is recognized over time for IoT Connectivity monthly recurring charges, the changes in the 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 the period end for which control transfers to the customer upon delivery. The deferred revenue balance as of December 31, 2022, was recognized as revenue during the three months ended March 31, 2023. Disaggregated Revenue Information 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: Three Months Ended (In thousands, USD) March 31, 2023 2022 IoT Connectivity* $ 43,244 $ 43,053 Hardware Sales 16,444 19,012 Hardware Sales—bill-and-hold 2,197 2,422 Deployment services, professional services, referral services and other 4,090 4,491 Total $ 65,975 $ 68,978 __________________ * Includes connectivity-related revenues from IoT Connectivity services and IoT Solutions services Significant Customer | REVENUE RECOGNITION Contract Balances Deferred revenue as of December 31, 2022, and 2021, was $7.8 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 the period end for which control transfers to the customer upon delivery. All of the December 31, 2021, balance was recognized as revenue during the year ended December 31, 2022. Disaggregated Revenue Information The Company views the following disaggregated disclosures as useful to understand the composition of revenue recognized during the respective reporting periods: Years Ended (In thousands, USD) December 31, 2022 December 31, 2021 IoT Connectivity* $ 173,162 $ 164,610 Hardware Sales 69,091 54,898 Hardware Sales - bill-and-hold 10,736 5,357 Deployment services, professional services, referral services, and other 15,458 23,570 Total $ 268,447 $ 248,435 __________________ * Includes connectivity-related revenues from IoT Connectivity and IoT Solutions Significant Customer The Company has one customer, a large multinational medical device and health care company representing 11% and 21% of the Company’s total revenue for the years ending December 31, 2022, and 2021, respectively. This same customer represented 16% and 30% of the Company’s total accounts receivable as of December 31, 2022, and 2021, respectively. The Company believes it is not exposed to significant risk due to the financial strength of this customer and their historical trend of on-time payment. |
REVERSE RECAPITALIZATION
REVERSE RECAPITALIZATION | 12 Months Ended |
Dec. 31, 2022 | |
Reverse Recapitalization [Abstract] | |
REVERSE RECAPITALIZATION | REVERSE RECAPITALIZATION On September 30, 2021, pre-combination KORE and CTAC consummated the merger contemplated by the merger agreement (see Note 1 – Nature of Operations). Immediately following the Business Combination, there were 71,810,419 shares of common stock with a par value of $0.0001 per share. Additionally, there were outstanding warrants to purchase 8,911,744 shares of common stock. The Business Combination was accounted for as a reverse recapitalization in accordance with GAAP as pre-combination KORE was determined to be the accounting acquirer. Under this method of accounting, while CTAC was the legal acquirer, it has been treated as the “acquired” company for financial reporting purposes. Accordingly, the Business Combination was treated as the equivalent of pre-combination KORE issuing stock for the net assets of CTAC, accompanied by a recapitalization. The net assets of CTAC were stated at historical cost, with no goodwill or other intangible assets recorded. Operations prior to the Business Combination are those of pre-combination KORE. Reported shares and earnings per share available to holders of the Company’s common stock, prior to the Business Combination, have been retroactively restated to reflect the exchange ratio established in the Business Combination (approximately one pre-combination KORE share to 139.15 of the Company’s shares). The most significant change in the post-combination Company’s reported financial position and results was an increase in cash, net of transactions costs paid at close, of $63.2 million including: $225.0 million in gross proceeds from the private placements (the “PIPE”), $20.0 million in proceeds from CTAC after redemptions, $95.1 million in proceeds from the Backstop Notes (see Note 10), and payments of $229.9 million to KORE’s preferred shareholders. Additionally, on the closing date, the Company repaid the Senior Secured Revolving Credit Facility with UBS of $25 million. The Company also repaid the outstanding related party loans due to Interfusion B.V and T-Fone B.V. of $1.6 million. The Company incurred $24.2 million in transaction costs relating to the Business Combination on the closing date, of which $24.1 million has been recorded against additional paid-in capital in the consolidated balance sheet as of December 31, 2021 and the remaining amount of $0.1 million was recognized as selling, general and administrative expenses in the consolidated statement of operations for the year ended December 31, 2021. Upon closing of the Business Combination, the shareholders of CTAC, including CTAC founders, were issued 10,356,593 shares of common stock of the Company. In connection with the Closing, holders of 22,240,970 shares of common stock of CTAC were redeemed at a price per share of $10.00. In connection with the Closing, 22,500,000 shares of the Company were issued to PIPE investors at a price per share of $10.00. The number of shares of Class A common stock issued immediately following the consummation of the Business Combination were: Shares Percentage Pre-combination KORE shareholders 38,767,500 54.0 % Public stockholders 10,356,593 14.4 % Private offering and merger financing 22,686,326 31.6 % Total 71,810,419 100.0 % Prior to the Business Combination, pre-combination KORE had a different capital structure comprised of several classes of preferred stock and warrants. As a result of the Business Combination, these were settled for cash or shares of common stock of the Company in lieu of cash. |
ACQUISITIONS_2
ACQUISITIONS | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
Business Combination and Asset Acquisition [Abstract] | ||
ACQUISITIONS | NOTE 3 – ACQUISITIONS 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 ("Simon IoT"), collectively, the “Acquired Companies” or “BMP Acquisition” which are industry-leading mobility service providers, to expand the Company’s services and solutions within the healthcare and life sciences industries (the “BMP Business Combination Agreement”). The transaction was funded by available cash and the issuance of the Company’s shares. Transaction costs for legal consulting, accounting, and other related costs incurred in connection with the acquisition of the Acquired Companies were $1.7 million. Included in the three months ended March 31, 2022, were $1.4 million of transaction costs, which were included in selling, general and administrative expenses in the Company's consolidated statement 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. (In thousands, USD) Fair Value Cash, (net of closing cash of $1,995) and working capital adjustments $ 46,002 Fair value of KORE common stock issued to sellers (4,212,246 shares) 23,295 Total consideration $ 69,297 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 2,638 Liabilities assumed 10,029 Net identifiable assets acquired 24,438 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 BMP Business Combination Agreement contains customary indemnification terms. Under the BMP Business Combination Agreement, approximately $3.45 million of the cash purchase price was paid at closing and is to be held in escrow, for a maximum of 18 months from the closing date, to guarantee the performance of general representations and warranties regarding closing amounts and to indemnify the Company against any future claims. During the third quarter of 2022, $0.6 million of the $3.45 million was paid to the seller from the escrow account which did not result in any adjustments to the purchase price. The financial results of the Acquired Companies are included in the Company’s consolidated statements of operations from the date of acquisition. Unaudited pro forma information Had the acquisition of the Acquired Companies been completed on January 1, 2021, total revenue would have been $74.7 million, and the net loss would have been $9.9 million for the three months ended March 31, 2022. This unaudited pro forma financial information is not necessarily indicative of what the operating results actually would have been if the acquisition had taken place on January 1, 2022, 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, 2022, reflects a non-recurring adjustment to exclude acquisition-related costs of $1.4 million. Pending acquisition On March 26, 2023, the Company entered into an agreement to acquire Twilio's IoT business unit for 10 million shares of the Company's common stock, par value $0.0001. The agreement provides that if 10 million shares of the Company's common stock has an aggregate value in excess of $28 million based on the closing price of the Company's common stock on the business day immediately prior to the date of closing, the Company will issue to | ACQUISITIONS 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 which are industry-leading mobility service providers, to expand the Company’s services and solutions within the healthcare and life sciences industries (the “BMP Business Combination Agreement”). The transaction was funded by available cash and the issuance of the Company’s shares. Transaction costs for legal consulting, accounting, and other related costs incurred in connection with the acquisition of BMP were $1.7 million of which, $1.4 million and $0.3 million were included in selling, general and administrative expenses in the Company's consolidated statements of operation for the years ended December 31, 2022 and 2021 respectively. The following table summarizes the allocation of the consideration transferred for BMP, including the identified assets acquired and liabilities assumed as of the acquisition date. (In thousands, USD, except share amounts) Fair Value Cash, (net of closing cash of $1,995) and working capital adjustments $ 46,002 Fair value of KORE Common Stock issued to sellers (4,212,246 shares) 23,295 Total consideration $ 69,297 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 2,638 Liabilities assumed 10,029 Net identifiable assets acquired 24,438 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 BMP acquisition. Approximately $7.0 million of the goodwill resulting from the acquisition is deductible for tax purposes. The BMP Business Combination Agreement contains customary indemnification terms. Under the BMP Business Combination Agreement, a portion of the cash purchase price, approximate ly $3.45 million paid at closing is to be 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. During the year ended December 31, 2022, $0.6 million o f the $3.45 million was paid to the seller from the escrow account that did not result in any adjustments to the purchase price. The financial results of BMP are included in the Company’s consolidated statement of operations from the date of acquisition. For the year ended December 31, 2022, the amounts of revenue and net income included in the Company’s consolidated statement of operations were $45.7 million and $11.1 million, respectively. Unaudited pro forma information This unaudited pro forma financial information presented is not necessarily indicative of what the operating results would have been if the acquisition had taken place on January 1, 2021, 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. Had the acquisition of BMP been completed on January 1, 2021, net revenue and loss would have been: Years Ended (In thousands, USD) December 31, 2022 December 31, Net Revenue $ 274,179 $ 278,601 Net Loss 104,483 22,415 |
CONSOLIDATED FINANCIAL STATEMEN
CONSOLIDATED FINANCIAL STATEMENT DETAILS | 12 Months Ended |
Dec. 31, 2022 | |
Balance Sheet Related Disclosures [Abstract] | |
CONSOLIDATED FINANCIAL STATEMENT DETAILS | CONSOLIDATED FINANCIAL STATEMENT DETAILS Accounts Receivable Years Ended (In thousands, USD) December 31, 2022 December 31, Accounts receivable $ 46,067 $ 53,415 Allowance for doubtful accounts (559) (532) Allowance for credit provisions* (970) (1,268) Accounts receivable, net $ 44,538 $ 51,615 ___________________ * Overage/usage charges are evaluated on a monthly basis, and any overage/usage charges determined by management as unlikely to be collected due to a customer disputing the charge or due to a concession are reserved. Reserved items are written off when deemed uncollectible or recognized as revenue if collected. The Company incurred bad debt expense of $0.4 million, and $0.3 million, for the years ended December 31, 2022, and 2021, respectively. Prepaid Expenses and Other Current Assets The Company’s prepaid expenses and other current assets consist of the following: Years Ended (In thousands, USD) December 31, December 31, Prepaid expenses 8,362 6,333 Other current assets 5,122 1,030 Total Prepaid expenses and other current assets $ 13,484 $ 7,363 Property and equipment Major classes of property and equipment consist of the following: Years Ended (In thousands, USD) December 31, December 31, Computer hardware $ 17,684 $ 15,747 Computer software 9,547 9,023 Furniture and fixtures 2,550 2,242 Networking equipment 7,715 8,089 Leasehold improvements 3,017 2,793 Total property and equipment 40,513 37,894 Less: accumulated depreciation (28,614) (25,654) Property and equipment (net) $ 11,899 $ 12,240 Depreciation expenses for the years ended December 31, 2022, and 2021, was $3.7 million, and $3.7 million, respectively. Accrued Liabilities The Company’s accrued liabilities consist of the following: Years Ended (In thousands, USD) December 31, December 31, Accrued payroll and related $ 4,804 $ 13,103 Accrued cost of revenue 4,091 1,886 Accrued other expenses 3,970 5,552 Sales and other taxes payable 2,813 1,621 Finance Lease Obligation 115 191 Total accrued liabilities $ 15,793 $ 22,353 |
RIGHT-OF USE ASSETS AND LEASE L
RIGHT-OF USE ASSETS AND LEASE LIABILITIES | 12 Months Ended |
Dec. 31, 2022 | |
Lessee Disclosure [Abstract] | |
RIGHT-OF USE ASSETS AND LEASE LIABILITIES | RIGHT-OF USE ASSETS AND LEASE LIABILITIES The Company leases 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. The Company includes options to extend or terminate the lease when it is reasonably certain that we will exercise that option. 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. Therefore, as of the lease commencement date, our lease terms generally do not include these options. 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 1 year to 10 years. Operating and finance lease cost for the year ended December 31, 2022 were as follows: (In thousands, USD) Classification in Statement of operations December 31, 2022 Operating lease cost Selling, general and administrative $ 3,531 Finance lease cost Amortization of leased assets Depreciation and amortization $ 350 Interest on lease liabilities Interest expense 17 Total finance lease cost $ 367 Rent expense for the years ended December 31, 2022, and 2021 was $3.5 million and $2.7 million, respectively. Supplemental disclosure for the balance sheet related to finance leases were as follows: (In thousands, USD) December 31, 2022 Assets Finance lease right-of-use assets included in property and equipment, net $ 250 Liabilities Current portion of finance lease liabilities included in accrued liabilities $ 115 Non-current portion of finance lease liabilities included in other long-term liabilities 135 Total finance lease liabilities $ 250 The weighted-average remaining lease term and the weighted-average discount rate of our leases were as follows: December 31, 2022 Weighted average remaining lease term (in years) Operating leases 7.71 years Finance leases 2.05 years Weighted average discount rate: Operating leases 7.6 % Finance leases 5.5 % The future minimum lease payments under operating and finance leases at December 31, 2022 for the next five years are as follows: Operating Finance (In thousands, USD) Amount Amount 2023 $ 2,532 $ 128 2024 1,877 113 2025 1,662 24 2026 1,370 — 2027 1,385 — Thereafter 6,220 — Total minimum lease payments 15,046 265 Interest expense (3,960) (15) Total 11,086 250 |
RIGHT-OF USE ASSETS AND LEASE LIABILITIES | RIGHT-OF USE ASSETS AND LEASE LIABILITIES The Company leases 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. The Company includes options to extend or terminate the lease when it is reasonably certain that we will exercise that option. 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. Therefore, as of the lease commencement date, our lease terms generally do not include these options. 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 1 year to 10 years. Operating and finance lease cost for the year ended December 31, 2022 were as follows: (In thousands, USD) Classification in Statement of operations December 31, 2022 Operating lease cost Selling, general and administrative $ 3,531 Finance lease cost Amortization of leased assets Depreciation and amortization $ 350 Interest on lease liabilities Interest expense 17 Total finance lease cost $ 367 Rent expense for the years ended December 31, 2022, and 2021 was $3.5 million and $2.7 million, respectively. Supplemental disclosure for the balance sheet related to finance leases were as follows: (In thousands, USD) December 31, 2022 Assets Finance lease right-of-use assets included in property and equipment, net $ 250 Liabilities Current portion of finance lease liabilities included in accrued liabilities $ 115 Non-current portion of finance lease liabilities included in other long-term liabilities 135 Total finance lease liabilities $ 250 The weighted-average remaining lease term and the weighted-average discount rate of our leases were as follows: December 31, 2022 Weighted average remaining lease term (in years) Operating leases 7.71 years Finance leases 2.05 years Weighted average discount rate: Operating leases 7.6 % Finance leases 5.5 % The future minimum lease payments under operating and finance leases at December 31, 2022 for the next five years are as follows: Operating Finance (In thousands, USD) Amount Amount 2023 $ 2,532 $ 128 2024 1,877 113 2025 1,662 24 2026 1,370 — 2027 1,385 — Thereafter 6,220 — Total minimum lease payments 15,046 265 Interest expense (3,960) (15) Total 11,086 250 |
GOODWILL AND INTANGIBLE ASSETS
GOODWILL AND INTANGIBLE ASSETS | 12 Months Ended |
Dec. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
GOODWILL AND INTANGIBLE ASSETS | GOODWILL AND OTHER INTANGIBLE ASSETS The Company’s goodwill balance consists of the following: (In thousands, USD) Amount December 31, 2020 $ 384,202 Currency translation (787) December 31, 2021 $ 383,415 Acquisition 44,859 Impairment (58,074) Currency translation (494) December 31, 2022 $ 369,706 The Company tests goodwill for impairment on an annual basis on October 1st and between annual tests whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. During the fourth quarter of 2022, the Company identified circumstances subsequent to the annual goodwill test that would more likely than not reduce the fair value of the reporting unit (the entity) below its carrying value. The Company performed qualitative and quantitative goodwill impairment tests during the third and the fourth quarters of 2022. These impairment indicators included increased interest rates impacting our weighted average cost of capital, an increase in the Company's specific risk premium, an increase in debt-free net working capital needs and a sustained decline in the Company's share price from the third quarter. In addition to the market data, the valuation techniques utilized level 3 inputs such as the Company’s internal forecasts of its future results, cash flows and its weighted average cost of capital. As a result, the Company concluded that the carrying value of its reporting unit exceeded the estimated fair value of the reporting unit and recorded a goodwill impairment loss of $58.1 million, which represents the accumulated impairment loss as of December 31, 2022. The fair value of the reporting was estimated by equally weighing the results of the income approach and the market approach. Key assumptions used in the impairment analysis included projected revenue growth rates, discount rates, and market factors such as earnings multiples from comparable publicly traded companies. The impairment loss has been recognized in our statement of operations as a goodwill impairment loss from operations for the year ended December 31, 2022. The Company did not record a goodwill impairment loss in any prior periods. The Company’s other intangible assets consist of the following: (In thousands, USD) Carrying Gross Accumulated Net Carrying Value Customer relationships $ 327,317 $ (197,483) $ 129,834 Technology 46,978 (42,348) 4,630 Carrier contracts 70,210 (47,483) 22,727 Trademarks 16,214 (11,060) 5,154 Internally developed computer software 72,063 (41,904) 30,159 Total as of December 31, 2022 $ 532,782 $ (340,278) $ 192,504 (In thousands, USD) Carrying Gross Accumulated Net Carrying Value Customer relationships $ 305,648 $ (168,519) $ 137,129 Technology 45,983 (37,529) 8,454 Carrier contracts 65,700 (40,488) 25,212 Trademarks 15,733 (9,221) 6,512 Internally developed computer software 59,906 (34,663) 25,243 Total as of December 31, 2021 $ 492,970 $ (290,420) $ 202,550 Amortization expense for the years ended December 31, 2022, and 2021, was $50.8 million, and $46.7 million, respectively. The following table shows the weighted average remaining useful lives per intangible asset category as of December 31, 2022. Years Customer relationships 5.0 Technology 2.6 Carrier contracts 3.6 Trademarks 4.3 Internally developed computer software 4.2 The following table shows the estimated amortization expense for the next five years and thereafter as of December 31, 2022. (In thousands, USD) Amount 2023 $ 49,657 2024 45,932 2025 43,206 2026 28,607 2027 9,645 Thereafter 15,457 Total $ 192,504 |
LONG-TERM DEBT AND OTHER BORROW
LONG-TERM DEBT AND OTHER BORROWINGS, NET | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
Debt Disclosure [Abstract] | ||
LONG-TERM DEBT AND OTHER BORROWINGS, NET | NOTE 5 – PREMIUM FINANCE AGREEMENT The Company entered into a Premium Finance Agreement (“Premium Agreement”) on August 3, 2022, to purchase two-year term directors and officers insurance policy. The Premium Agreement is for $3.6 million at a fixed rate of 4.6% per annum, amortized over twenty months. The Premium Agreement requires twenty fixed monthly principal and interest payments of $0.2 million from August 15, 2022, to March 15, 2024. Included in the Current portion of long-term debt and other borrowings, net is the outstanding principal balance of $2.2 million and $2.8 million as of March 31, 2023, and December 31, 2022, respectively. | LONG-TERM DEBT AND OTHER BORROWINGS, NET The Company carries its long term debt based on amortized cost using the effective interest rate meth od. The following is a summary of long-term debt: (In thousands, USD) December 31, December 31, Term Loan – UBS $ 302,654 $ 305,807 Notes under the Backstop Agreement 120,000 120,000 Other Borrowings 2,754 173 Total 425,408 425,980 Less—current portion (5,345) (3,326) Less—equity component, net of accumulated amortization — (15,517) Less—debt issuance cost, net of accumulated amortization of $8.5 million and $6.1 million, respectively (6,153) (8,022) Total Long-term debt and other borrowings 413,910 399,115 The following is the summary of future principal repayments on long-term debt: (In thousands, USD) Amount 2023 $ 5,345 2024 300,063 2025 — 2026 — 2027 — Thereafter 120,000 Total $ 425,408 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 Term 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 $0.2 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. On December 22, 2022, the Company amended the Senior Secured UBS Term Loan to facilitate the planned phase out of LIBOR by the UK Financial Conduct Authority. The amendment established the Secure Overnight Financing Rate ("SOFR") as the primary reference rate and replaced the Eurocurrency Rate to Term SOFR plus a SOFR a djustment of 0.10%. All the other terms remain unchanged. For the year ended December 31, 2022, the Company recognized interest expense related to the contractual interest expense of $22.5 million and interest expense related to the amortization of the debt issuance costs of $2.4 million. The term loan agreement limits cash dividends and other distributions from the Company’s subsidiaries to KORE Group Holdings Inc. and also restricts the Company’s ability to pay cash dividends to its shareholders. On December 31, 2022, and 2021, restricted net assets of the consolidated subsidiaries were $192.5 million and $256.7 million, respectively. The term loan agreement contains, among other things, financial covenants related to maximum total debt to adjusted EBITDA ratio and a minimum total leverage ratio. The Company was in compliance with these covenants for the years ended December 31, 2022, and 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 $302.7 million and $305.8 million as of December 31, 2022 and 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 bore 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 were each subjected to a reduction of 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 was 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 0.38% per annum of the unused balance. On December 22, 2022, the Company amended the Senior Secured Revolving Credit Facility to facilitate the planned phase out of LIBOR by the UK Financial Conduct Authority. The amendment established the Secure Overnight Financing Rate (“SOFR”) as the primary reference rate and replaced the Euro currency Rate to Term SOFR plus a SOFR a djustment of 0.10%. All the other terms remain unchanged. On December 23, 2022, the Company amended the Senior Secured Revolving Credit Facility to extend the maturity of the revolving credit facility to September 21, 2024. As a result of the modifications, the Company incurred $0.2 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 and amended debt. 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 65% of the existing and future equity interests of certain first-tier foreign subsidiaries held by the borrower or the guarantors under the Credit Facilities and (ii) substantially all of the KORE Wireless Group, Inc.’s and each guarantor’s tangible and intangible assets, in each case subject to certain exceptions and thresholds. As of December 31, 2022, and 2021, no amounts were drawn or outstanding on the Senior Secured Revolving Credit Facility. 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 had an indefinite term. However, it was discontinued as of February 13, 2023. Borrowings under the Bank Overdraft Facility bore interest at a floating rate which was a base rate plus an applicable margin of up to 2.0%. The base fee amounts to 9.40% as of December 31, 2022 and was variable. Any overages were charged against a percentage of 6% on a yearly basis. There was no commitment fee payable for the unused balance of the Bank Overdraft Facility. As of December 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. issued $95.1 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 and among KORE Wireless Group Inc. and Fortress. The Backstop Notes were issued pursuant to an indenture (the “Indenture”), dated September 30, 2021, by and among the Company, KORE Wireless Group Inc. and Wilmington Trust, National Association, as trustee, as amended and restated on November 15, 2021. On October 28, 2021, KORE Wireless Group issued an additional $24.9 million in additional notes (the “Additional Notes” and together with the Backstop Notes, the “Notes”) to Fortress, pursuant to the terms of an exchangeable notes purchase agreement (the “Exchangeable Notes Purchase Agreement”), dated October 28, 2021, by and among KORE Wireless Group Inc., the Company and Fortress. The Additional Notes were issued pursuant to the Indenture and contain identical terms to the Backstop Notes. The Notes were issued at par, have a maturity of seven years, bearing interest at the rate of 5.50% 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 $12.50 per share (the “Base Exchange Rate”) at any time at the option of Fortress. At the Base Exchange Rate, the Notes are exchangeable for approximately 9.6 million shares of common stock. As of March 31, 2022, the value of the approximately 9.6 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 anniversary of September 30, 2021, the Company’s shares are trading at a defined premium to the Base Exchange Rate or applicable Adjusted Exchange Rate, the Company may redeem the Notes for cash, force an exchange into shares of its common stock at an amount per share based on a time-value make whole table, or settle with a combination of cash and an exchange (the “Company Option”). As consideration for Fortress entering into that certain commitment letter (the “Commitment Letter”), dated as of September 21, 2021, the Sponsor contributed 100,000 shares of common stock of the Company to LLC Merger Sub, which were transferred by LLC Merger Sub to Fortress, as a commitment fee, pursuant to the terms and upon the conditions set forth in the Commitment Letter. Prior to the implementation of ASU 2020-06 since the Company could use the Company Option to potentially settle all or part of the Notes for the cash equivalent of the fair value of the common stock for which the Notes may be exchanged, a portion of the proceeds of the Notes were required to be allocated to equity, based on the estimated fair value of the Notes had they not contained the exchange features. ASU 2020-06, simplifies and amends the cash conversion guidance so that the Company is no longer required to allocate to equity the estimated fair value of the Notes had they not contained the exchange features. Refer to “Note 2- Summary of Significant Accounting policies – Recently Adopted Accounting Pronouncements” to the consolidated financial statements for a summary of the effects of the adoption of ASU 2020-06. The unamortized discount and issuance costs will be amortized through September 30, 2028. The effective interest rate after the adoption of ASU 2020-06 for the Backstop Notes and the Additional Backstop Notes are 5.9% and 6.1% respectively. The Backstop Agreement and the Exchangeable Notes Purchase Agreement each contain a customary six-month lock up following the Closing, which prohibits Fortress from hedging the Notes by short selling the Company’s common stock or hedging the Notes via the Company’s warrants or options. 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 December 31, 2022, and December 31, 2021. As of December 31, 2022, the net carrying amount of the Notes was $117.5 million, with unamortized debt issuance costs of $2.5 million. The estimated fair value (Level 2) of the convertible debt instrument was $92.9 million. As of December 31, 2021, prior to adoption of ASU 2020-06, the net carrying amount of the Notes was $102.0 million, with unamortized debt issuance costs of $2.5 million and unamortized equity component costs of $15.5 million. The estimated fair value (Level 2) of the convertible debt instrument was $118.6 million. Premium Finance Agreement The Company entered into a Premium Finance Agreement (“Premium Agreement”) on August 3, 2022, to purchase a two-year term Directors and Officers insurance policy. The Premium Agreement is for $3.6 million at a fixed rate of 4.6% per annum, amortized over twenty months. The Premium Agreement requires twenty fixed monthly principal and interest payments of $0.19 million from August 15, 2022, to March 15, 2024. The Company’s principal outstanding balance on the Premium Agreement was $2.8 million as of December 31, 2022. |
INCOME TAXES_2
INCOME TAXES | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | ||
INCOME TAXES | NOTE 6 – INCOME TAXES The Company determines its estimated annual effective tax rate at the end of each interim period based on estimated pre-tax income (loss) and facts known at that time. The estimated annual effective tax rate is applied to the year-to-date pre-tax income (loss) at the end of each interim period with certain adjustments. The tax effects of significant unusual or extraordinary items are reflected as discrete adjustments in the periods in which they occur. The Company’s estimated annual effective tax rate can change based on the mix of jurisdictional pre-tax income (loss) and other factors. However, if the Company is unable to make a reliable estimate of its annual effective tax rate, then the actual effective tax rate for the year-to-date period may be the best estimate. For the three months ended March 31, 2023, and 2022, the Company determined that its annual effective tax rate approach would provide for a reliable estimate and therefore used this method to calculate its tax provision. The Company’s effective income tax rate was 2.0% and 16.0% for the three months ended March 31, 2023, and 2022, respectively. The effective income tax rate for the three months ended March 31, 2023, and 2022 differed from the federal statutory rate primarily due to the geographical mix of earnings and related foreign tax rate differential, permanent differences, and the valuation allowance maintained against certain deferred tax assets. The Company’s income tax benefit was $0.4 million and $2.2 million for the three months ended March 31, 2023, and 2022, respectively. The change in the income tax benefit for the three months ended March 31, 2023, compared to the three months ended March 31, 2022, was primarily due to changes in the jurisdictional mix of earnings and the impact of the valuation allowance maintained against certain deferred tax assets. | INCOME TAXES Income (loss) before provision (benefit) for income taxes from operations for the years ended December 31, 2022, and 2021, consisted of the following: Years Ended (In thousands, USD) December 31, 2022 December 31, 2021 United States $ (92,021) $ (12,184) Foreign (24,596) (21,368) Total loss before income taxes $ (116,617) $ (33,552) The components of the provision (benefit) for income taxes from operations consisted of the following: Years Ended (In thousands, USD) December 31, 2022 December 31, 2021 Current: Federal $ 4,309 $ 782 State 905 442 Foreign 558 (309) Total current provision 5,772 915 Deferred: Federal (9,336) (6,478) State (4,455) (748) Foreign (2,398) (2,465) Total deferred benefit (16,189) (9,691) Total income tax benefit $ (10,417) $ (8,776) The reconciliation between income taxes computed at the U.S. statutory income tax rate to our provision for income taxes for the years ended December 31, 2022, and 2021 is as follows: Years Ended (In thousands, USD) December 31, 2022 December 31, 2021 Benefit for income taxes at 21% rate $ (24,490) 21.0 % $ (7,045) 21.0 % State taxes, net of federal benefit (1,358) 1.2 % (1,147) 3.4 % Change in valuation allowance 10,628 -9.1 % (642) 1.9 % Rate change (1,687) 1.4 % 774 -2.3 % Credits (604) 0.5 % (602) 1.8 % Permanent differences and other (2,712) 2.2 % 2,852 -8.5 % Revaluation of warrants (53) 0.0 % (1,106) 3.3 % Uncertain tax positions 591 -0.5 % 544 -1.6 % Foreign withholding tax 134 -0.1 % 116 -0.3 % Foreign rate differential (2,120) 1.8 % (2,587) 7.7 % Executive compensation expense 872 -0.7 % 1,517 -4.5 % Transaction related expense 210 -0.2 % (1,450) 4.3 % Global intangible low taxed income 283 -0.2 % — 0.0 % Foreign derived intangible income (311) 0.3 % — 0.0 % Goodwill impairment 10,200 -8.7 % — 0.0 % Benefit for income taxes $ (10,417) 8.9 % $ (8,776) 26.2 % Significant components of the Company’s deferred tax assets (liabilities) as of December 31, 2022, and 2021 are as follows: Years Ended (In thousands, USD) December 31, 2022 December 31, 2021 Deferred tax assets: Net operating loss carry-forward $ 13,617 $ 7,504 Credit carry-forward 1,386 1,956 Interest expense limitation carry-forward 15,844 12,053 Non-deductible reserves 339 374 Accruals and other temporary differences 2,835 1,288 Stock compensation 1,164 — Lease liability 2,780 — Property and equipment 1,007 1,018 Gross deferred tax assets 38,972 24,193 Less Valuation allowance (16,177) (5,750) Total deferred tax assets (after valuation allowance) 22,795 18,443 Deferred tax liabilities: Property and equipment (1,738) (4,151) Intangible assets (33,117) (40,771) Goodwill (5,914) (7,474) Debt Discount — (3,972) Accounting method change (1,378) — Right of use asset (2,514) — Research and development costs (3,327) — Total deferred tax liabilities $ (47,988) $ (56,368) Net deferred tax liabilities $ (25,193) $ (37,925) The valuation allowance increased by $10.4 million during 2022, primarily due to an increase in U.S. disallowed interest expense carryover and U.S. state tax attributes deemed not realizable. In determining the need for a valuation allowance, the Company has given consideration to its worldwide cumulative loss position when assessing the weight of the sources of taxable income that can be used to support the realization of deferred tax assets. The Company has assessed, on a jurisdictional basis, the available means of recovering deferred tax assets, including the ability to carry-back net operating losses, the existence of reversing temporary differences, the availability of tax planning strategies and available sources of future taxable income. The Company has also considered the ability to implement certain strategies that would, if necessary, be implemented to accelerate taxable income and use expiring deferred tax assets. The Company believes it is able to support the deferred tax assets recognized as of the end of the year based on all of the available evidence. As of December 31, 2022, the Company has U.S. state tax net operating loss carryforwards of approximately $39 million which may be available to offset future income tax liabilities and expire at various dates beginning in 2032 through 2042. Additionally, the Company has U.S. state tax net operating loss carryforwards of approximately $13.0 million which carryforward indefinitely. Additionally, the Company has generated $38.0 million of foreign operating loss carryforwards which expire at various dates. As of December 31, 2022, the Company did not have U.S. federal tax loss carried forward. As of December 31, 2022, the Company has U.S. state research and development tax credit carryforwards of $0.1 million which expire beginning in 2032 through 2033. As of December 31, 2022, the Company did not have any federal research and development tax credit carried forward. Additionally, the Company has $1.3 million of foreign research and development tax credit carryforwards. Due to provisions of the Tax Cuts and Jobs Act of 2017, the Company has a carryforward of U.S. disallowed interest expense of $68.8 million, which has an indefinite carryforward period. Utilization of the NOL carryforwards may be subject to limitation under Section 382 of the Internal Revenue Code of 1986 due to ownership change limitations that have occurred previously or that could occur in the future. These ownership changes may limit the amount of NOL and tax credit carryforwards that can be utilized annually to offset future taxable income and tax, respectively. There could be additional ownership changes in the future, which may result in additional limitations on the utilization of the NOL and tax credit carryforwards. For taxable years beginning after December 31, 2017, taxpayers are subjected to the global intangible low-taxed income provisions, or GILTI provisions. The GILTI provisions require the Company to currently recognize in U.S. taxable income a deemed dividend inclusion of foreign subsidiary earnings in excess of an allowable return on the foreign subsidiary’s tangible assets. The ability to benefit from a deduction and foreign tax credits against a portion of the GILTI income may be limited under the GILTI rules as a result of the utilization of net operating losses, foreign sourced income, and other potential limitations within the foreign tax credit calculation. For the year ended December 31, 2022, the Company recorded an income tax charge related to GILTI of $0.3 million. For the year ended December 31, 2021, the Company did not record an income tax charge related to GILTI. The Company has made an accounting policy election, as allowed by the SEC and FASB, to recognize the impacts of GILTI within the period incurred. Accordingly, no U.S. deferred taxes are provided on GILTI inclusions of future foreign subsidiary earnings. As of December 31, 2022, the Company has not provided U.S. taxes on the undistributed earnings of its foreign subsidiaries that it considers indefinitely reinvested. This indefinite reinvestment determination is based on the future operational and capital requirements of the Company’s domestic and foreign operations. The Company expects that the cash held by its foreign subsidiaries of $19.5 million as of December 31, 2022 will continue to be used for its foreign operations and, therefore, does not anticipate repatriating these funds. The Company conducts business globally and, as a result, its subsidiaries file income tax returns in U.S. federal and state jurisdictions and various foreign jurisdictions. In the normal course of business, the Company may be subject to examination by taxing authorities throughout the world, including such major jurisdictions as Australia, Canada, Malta, the Netherlands, the United Kingdom, and the United States. Since the Company is in a loss carry-forward position, the Company is generally subject to U.S. federal and state income tax examinations by tax authorities for all years for which a loss carry-forward is utilized. As of December 31, 2022, the Company is not under income tax examination in any jurisdiction. During the ordinary course of business, there are many transactions and calculations for which the ultimate tax determination is uncertain. The Company establishes reserves for tax-related uncertainties based on estimates of whether, and the extent to which, additional taxes will be due. These reserves are established when the Company believes that certain positions might be challenged despite its belief that its tax return positions are fully supportable. The Company adjusts these reserves in light of changing facts and circumstances, such as the outcome of tax examinations. The following table presents a reconciliation of the total amounts of unrecognized tax benefits, excluding interest and penalties, included in accrued liabilities and other long-term liabilities in the consolidated balance sheets. Years Ended (In thousands, USD) December 31, 2022 December 31, 2021 Unrecognized tax benefits at the beginning of the year $ 8,132 $ 7,690 Additions for tax positions of current year 442 442 Unrecognized tax benefits at the end of the year $ 8,574 $ 8,132 The Company and its subsidiaries have accumulated significant intercompany obligations owed to/from various other subsidiaries of the Company. During the year ended December 31, 2022, the Company completed its assessment of its U.S. and non-U.S. income and non-income tax risks related to these obligations and added both current and prior period unrecognized tax benefits associated with the intercompany balances. If the unrecognized tax benefit balance as of December 31, 2022, were recognized, it would in its entirety result in a tax benefit impacting the effective tax rate. The Company does not anticipate any material changes to its unrecognized tax benefits within the next 12 months. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 12 Months Ended |
Dec. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | COMMITMENTS AND CONTINGENCIES Off-Balance-Sheet Credit Exposures The Company did not have off balance sheet standby letters of credit and bank guarantees as of December 31, 2022. The Company had off balance sheet standby letters of credit and bank guarantees of $0.4 million as of December 31, 2021. Purchase Obligations The Company has vendor commitments primarily relating to carrier and open purchase obligations that the Company incurs in the ordinary course of business. As of December 31, 2022, the purchase commitments were as follows: (In thousands, USD) Amount 2023 $ 29,012 2024 5,808 2025 7,590 2026 4,505 2027 4,773 Thereafter 5,000 Total $ 56,688 Operating Leases The Company leases various office spaces under non-cancellable operating leases expiring through 2029. The future minimum lease payments under operating leases as of December 31, 2021, for the next five years were as follows: (In thousands, USD) Amount 2022 $ 2,924 2023 1,904 2024 1,495 2025 1,170 2026 958 Thereafter 3,412 Total $ 11,863 Capital Leases The Company has capital lease obligations in the Netherlands for hardware and software leases. The future minimum lease payments under capital leases as of December 31, 2021, for the next five years were as follows: (In thousands, USD) Amount 2022 $ 207 2023 143 2024 119 2025 26 2026 — Total minimum lease payments $ 495 Interest expense (40) Total $ 455 Legal Proceedings |
STOCK BASED COMPENSATION
STOCK BASED COMPENSATION | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
Share-Based Payment Arrangement [Abstract] | ||
STOCK BASED COMPENSATION | NOTE 7 – STOCK-BASED COMPENSATION The following table summarizes Restricted Stock Units (“RSUs”) activities during the reporting period shown below: Number of Weighted- Aggregate Unvested RSUs at December 31, 2022 5,515 $ 6.69 $ 34,191 Granted 4,230 1.72 7,297 Vested (395) 6.78 (2,680) Forfeited and canceled (123) 6.97 (859) Unvested RSUs at March 31, 2023 9,227 $ 5.54 $ 37,949 During the three months ended March 31, 2023, the Company granted 2.1 million RSUs that vest based on the passage of time and granted 2.1 million RSUs that vest based on the achievement of performance targets. The following is a summary of the Company’s share-based compensation expense and income tax benefit related to the RSUs for the reporting periods shown below: Three Months Ended March 31, (In thousands, USD) 2023 2022 Total Stock Compensation Expense $ 2,570 $ 2,050 Income tax benefit related to share-based compensation expense 246 264 As of March 31, 2023, the total unrecognized compensation cost related to outstanding RSUs was $26.3 million, which the Company expects to recognize over a weighted average period of 2.2 years. | STOCK BASED COMPENSATION 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 (“RSUs”), the effectiveness of which were contingent upon the filing and effectiveness of the Form S-8 Registration Statement of the common stock, which occurred on January 4, 2022. A 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 RSUs generally vest one-quarter on each of the second and third anniversaries of the Business Combination date and the remaining one-half on the fourth anniversary of the Business Combination date; however, certain special retention awards may have different vesting terms. In addition, grants of RSUs to our non-employee directors and certain executive officers contain provisions as part of the respective employment agreements that accelerate the vesting of RSU grants in the event of a termination by the Company or a departure by a director or executive officers. The Company also grants performance-based RSUs that vests subject to the achievement of specified performance goals within a specified time-frame. The performance-based RSUs contain provisions that increase or decrease the number of RSUs that ultimately vest, depending upon the level of performance achieved. The Company has 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 condition is estimated using a lattice model to analyze the fair value of the subject shares. The lattice model utilizes multiple stock paths, which are analyzed to determine the fair value of the subject shares. The following table summarizes RSUs activity during the reporting periods shown below: Number of awards outstanding Weighted-average grant date fair value Aggregate intrinsic value Unvested RSUs at December 31, 2021 — — — Granted 5,789 $ 6.24 $ 36,101 Vested (52) 6.88 (362) Forfeited and canceled (222) 6.97 (1,548) Unvested RSUs at December 31, 2022 5,515 $ 34,191 For the year ended December 31, 2022 the Company granted 4.0 million RSUs that vest based on the passage of time. The actual number of performance-based RSUs that could vest will range from 0% to 150% of the 1.6 million unvested RSUs granted, depending upon our level of achievement with respect to the performance goals. During the year, the Company granted 1.7 million of performance based RSUs. During the year ended December 31, 2022, the Company granted approximately 0.2 million RSUs, which vest based on the Company’s stock price 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 using a lattice model. Significant inputs used in our valuation of these RSUs included the following: Year Ended December 31, 2022 Expected volatility 57.1%-75.2% Risk-free interest rate 1.4%-2.1% Expected term (in years) 5 - 80 The following is a summary of the Company’s share-based compensation expense related to RSUs during the reporting periods shown below: Years Ended (In thousands, USD) December 31, 2022 December 31, 2021 Total Stock Compensation Expense $ 10,296 $ 4,564 Unrecognized Compensation Cost 24,272 — Remaining recognition period (in years) 2.6 — 2014 Equity Incentive Plan During 2021, the stock options granted under the 2014 equity incentive plan were cancelled and the plan was terminated as of September 30, 2021. Upon the closing of the Business Combination, the Company paid out cash consideration of $4.1 million net of applicable withholding taxes and issued 200,426 shares as share consideration valued at $4.3 million (4,325 common shares net of shares for applicable withholding taxes). The following is a summary of the Company’s cancelled stock options from January 1, 2021, through December 31, 2021: Number of Options Weighted Average Grant Date Fair Value per Option Weighted Average Exercise Price Weighted Average Remaining Contractual Term Balance, December 31, 2020 432,500 $ 15.45 $ 141.53 7.7 Granted — — — Exercised — — — Forfeited — — — Expired — — — Cancelled (432,500) (15.45) (141.53) 7.7 Balance, December 31, 2021 — $ — $ — — |
WARRANTS ON COMMON STOCK_2
WARRANTS ON COMMON STOCK | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
Warrants and Rights Note Disclosure [Abstract] | ||
WARRANTS ON COMMON STOCK | NOTE 8 – WARRANTS ON COMMON STOCK Private Placement Warrants The private placement warrants are measured quarterly at fair value (Level 1*) based on the closing price of KORE.WS. As of March 31, 2023, 272,779 private placement warrants remained outstanding with an aggregate value of $35.5 thousand based on the closing price of $0.13. *Fair value estimates are based on quoted prices in active markets for identical assets or liabilities. | WARRANTS ON COMMON STOCK 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 warrant entitles the holder to purchase one share of the Company’s common stock at an exercise price of $11.50 per share (the “Public Warrants”). Subsequent to the Business Combination, 8,638,966 Public Warrants remained outstanding as of December 31, 2022. The Public Warrants may only be exercised for a whole number of common shares. The Public Warrants will become exercisable on the later of (a) 30 days after the completion of a Business Combination or (b) 12 months from the closing of the proposed public offering; provided in each case that the Company has an effective registration statement under the Securities Act covering the common shares issuable upon exercise of the Public Warrants and a current prospectus relating to them is available (or the Company permits holders to exercise their Public Warrants on a cashless basis and such cashless exercise is exempt from registration under the Securities Act). The Company completed its public offering on September 30, 2021 and filed an effective registration statement (form S-1) under the Securities Act covering the common shares which was effective on December 20, 2021. The Company plans to make commercially reasonable efforts to maintain the effectiveness of such registration statement and a current prospectus relating to those common shares until the warrants expire or are redeemed, as specified in the Warrant Agreement provided that if the common shares are at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of Public Warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elects, it will not be required to file or maintain in effect a registration statement. The Public Warrants will expire five years after the completion of the Business Combination or earlier upon redemption or liquidation. The 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, Derivatives and Hedging. As the surviving entity following the Business Combination has a single class of shares issued and outstanding, the Public Warrants are classified as equity, with the fair value of the Public Warrants as of the date of the Business Combination closed to additional paid-in capital. 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 capital and the Public Warrants will not be remeasured in subsequent reporting periods. 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, 272,779 Private Placement Warrants remained outstanding as of December 31, 2022. The Private Placement Warrants and the common shares issuable upon exercise of the Private Placement Warrants were not transferable, assignable or salable until 30 days after the completion of the Business Combination (except pursuant to limited exceptions to the Company’s officers and directors and other persons or entities affiliated with the initial purchasers of the Private Placement Warrants) and they will not be redeemable by the Company (except as subject to certain conditions when the price per common share equals or exceeds $10.00) so long as they are held by the Sponsor or its permitted transferees. The Sponsor, or its permitted transferees, has the option to exercise the Private Placement Warrants on a cashless basis. If the Private Placement Warrants are held by holders other than the Sponsor or its permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by the holders on the same basis as the Public Warrants. 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, Derivatives and Hedging. Based on the provisions governing the warrants in the applicable agreement, the Company determined that the Private Placement Warrants met the criteria and were required to be classified as a liability subject to the guidance in ASC 815-10 and 815-40 and should effectively be treated as outstanding common shares in both basic and diluted EPS calculations. 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 December 31, 2022, and 2021 the aggregate value of the Private Placement Warrants was $32.7 thousand and $0.3 million, respectively based on the closing price of KORE.WS on that date of $0.12 and $1.05, respectively. 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 December 31, 2022, and 2021, resulted in a gain of $0.3 million and $5.3 million, respectively. KORE Warrants In connection with the sale of Series B preferred stock, pre-combination KORE issued warrants (“KORE Warrants”) for the purchase of common stock at an exercise price of $0.01 per warrant. Upon the closing of the Business Combination, all KORE Warrants were exercised and converted into shares of common stock. As of December 31, 2022 and 2021, there were no outstanding KORE Warrants. |
NET LOSS PER SHARE_2
NET LOSS PER SHARE | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
Earnings Per Share [Abstract] | ||
NET LOSS PER SHARE | NOTE 9 – NET LOSS PER SHARE 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: Three Months Ended March 31, (In thousands, USD, except share and per share amounts) 2023 2022 Numerator: Net loss $ (18,490) $ (11,572) Denominator: Weighted average common shares outstanding Basic (in number) 76,524,735 74,040,261 Diluted (in number) 76,524,735 74,040,261 Net loss per unit Basic $ (0.24) $ (0.16) Diluted $ (0.24) $ (0.16) The following securities were not included in the computation of diluted shares outstanding because the effect would be anti-dilutive: Three Months Ended (Number of shares) March 31, 2023 2022 Common stock issued under the Backstop Agreement 9,600,031 9,600,031 Restricted stock grants with only service conditions 4,529,117 3,108,277 Private placement warrants 272,779 272,779 | NET LOSS PER SHARE The Company follows the two-class method when computing net loss per common share when shares are issued that meet the definition of participating securities. The two-class method requires income available to common shareholders for the period to be allocated between common and participating securities based upon their respective rights to receive dividends as if all income for the period had been distributed. The two-class method also requires losses for the period to be allocated between common and participating securities based on their respective rights if the participating security contractually participates in losses. As holders of participating securities do not have a contractual obligation to fund losses, undistributed net losses were not allocated to participating securities in the current or comparative years presented. Earnings per share calculations for all periods prior to the Business Combination have been retrospectively restated to the equivalent number of shares reflecting the exchange ratio established in the merger agreement. Presented in the table below is a reconciliation of the numerator and denominator for the basic and diluted earnings per share (“EPS”) calculations for the periods ended: (In thousands, USD) December 31, 2022 December 31, 2021 Numerator: Net loss attributable to the Company $ (106,200) $ (24,776) Less cumulative earnings to preferred shareholder — (22,822) Add premium on preferred conversion to common shares — 4,074 Net income (loss) attributable to common stockholders $ (106,200) $ (43,524) Denominator: Weighted average common shares and warrants outstanding Basic (in number) 75,710,904 41,933,050 Diluted (in number) 75,710,904 41,933,050 Net loss per unit attributable to common stockholder Basic $ (1.40) $ (1.04) Diluted $ (1.40) $ (1.04) The following securities were not included in the computation of diluted shares outstanding because the effect would be anti-dilutive: (number of shares) December 31, December 31, Restricted stock grants with only service conditions 3,552,416 — Common stock issued under the Backstop Agreement 9,600,031 9,600,031 Private Placement Warrants 272,779 272,779 Series C Convertible Preferred Stock — 2,566,186 Stock Options — 432,500 |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 12 Months Ended |
Dec. 31, 2022 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | RELATED PARTY TRANSACTIONS Leasing and Professional Services Agreement KORE TM Data Brasil Processamento de Dados Ltda., a wholly owned subsidiary of the Company, maintains a lease and a professional services agreement with a company controlled by a key member of the Company'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 $0.3 million, and $0.2 million, for the years ended December 31, 2022, and 2021, respectively. The amount was recorded under selling, general and administrative expenses in the consolidated statements of operations. Business Mobility Partners, Inc. (BMP, Inc.) a wholly owned subsidiary of the Company, has an informal services agreement with BMP Brasil Locacoes Ltda (BMP Brasil), located in Sao Paulo, Brazil, which is controlled by two key members of the Company's management team. The Company does not have any ownership interest or control over BMP Brasil. BMP Brasil renders technical assistance services to purchase and deliver telecommunication equipment to BMP, Inc.’s clients in Brazil. For the services agreed upon, BMP Brasil was paid a nominal monthly fixed fee plus a fee of 7% of the gross amount of each cost incurred to purchase and deliver telecommunication equipment to the Company’s clients in Brazil. Since BMP, Inc.’s acquisition on February 16, 2022, the Company has incurred and paid $2.3 million to BMP Brasil for hardware and services rendered during 2022. |
Quarterly Unaudited Financial S
Quarterly Unaudited Financial Statements | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Changes and Error Corrections [Abstract] | |
Quarterly Unaudited Financial Statements | NOTE 3 – REVISION OF PREVIOUSLY REPORTED CONSOLIDATED FINANCIAL STATEMENTS In connection with the Company’s review of our intercompany transfer pricing methodology, and in preparation of finalizing the consolidated financial statements for the year ended December 31, 2022, the Company identified errors in its historical financial statements relating to income taxes and indirect taxes. The Company assessed the materiality of these errors along with other immaterial errors from previous reviews and annual audits in 2021, and 2022 under ASC 250, “Accounting Changes and Error Corrections,” Staff Accounting Bulletin No. 99, “Materiality,” and Staff Accounting Bulletin No. 108, “Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements” and concluded that the annual consolidated financial statements for the year ended December 31, 2021, and the unaudited interim consolidated financial statements for the first three quarters of 2021, and 2022 were not materially misstated but should be revised. The amounts and disclosures included in this Form 10-K have been revised to reflect the correct presentation. Income Tax Adjustments In connection with a review of the Company’s intercompany transfer pricing methodology, we determined that the Company should have recorded income tax expense related to an uncertain tax position associated with certain intercompany balances between our legal entities in several domestic and foreign jurisdictions. Management has concluded that we have an income tax exposure on a consolidated basis which resulted in an understatement of income tax expense and other long-term liabilities for the following amount: • For the year ended December 31, 2021 - $0.7 million. • First quarter of 2021 - $0.2 million. • Second quarter of 2021 - $0.2 million. • Third quarter of 2021 - $0.3 million. • First quarter of 2022 - $0.4 million. • Second quarter of 2022 - $0.4 million. • Third quarter of 2022 - $0.8 million. Indirect Tax Adjustments As part of our fourth quarter 2022 financial statement close process, we determined that the Company should have accrued a liability relating to a historical indirect tax exposure on customer invoices in two subsidiaries within the same foreign jurisdiction. The error resulted in the Company understating selling, general, and administrative expenses and other long-term liabilities for the following amount: • For the year ended December 31, 2021 - $0.5 million. • For each of the three quarters of 2021 - $0.1 million. • For each of the three quarters of 2022 - $0.1 million. Other Adjustments In addition to the income tax and indirect tax errors discussed above, management has decided to revise our financial statements to reflect several immaterial errors identified in prior year audits and quarterly reviews. These immaterial errors relate to the following: • Customer billing error resulted in an understatement of revenue and account receivable of approximately $0.05 million for each of the quarters in 2021 and 2022 and $0.22 million for the year ended December 31, 2021. • A misallocation of the purchase price relating to a prior business combination resulted in an overstatement of intangible assets and an understatement of goodwill, which resulted in an overstatement of intangible asset amortization expense of $0.02 million for each of the quarters in 2021 and 2022 and $0.08 million for the year ended December 31, 2021. • Initial public offering costs of $1.4 million should have been expensed in the quarter ended March 31, 2021 instead of the quarter ended June 30, 2021. We inappropriately capitalized such cost as of March 31, 2021. • Revenue of $0.6 million should have been recognized in the quarter ended June 30, 2022 instead of the quarter ended September 30, 2022. • Tax effect on pre-tax book loss resulting in either an understatement/overstatement of income tax expense/(benefit) and other long-term liabilities for the following periods: • For the year ended December 31, 2021 - $0.19 million. • First quarter of 2021 - ($0.23) million. • Second quarter of 2021 - $0.69 million. • Third quarter of 2021 - ($0.46) million. • First quarter of 2022 - ($0.04) million. • Second quarter of 2022 - $0.14 million. • Third quarter of 2022 - ($0.07) million. • Several immaterial cutoff errors between quarters related to revenue, cost of sales, and selling, general & administrative expenses. The following tables present the impact of the revisions on our annual consolidated financial statements for the year ended December 31, 2021, including the impact to the accumulated other comprehensive income (loss) and the accumulated deficit balances as of December 31, 2020. The revised unaudited interim consolidated financial statements are included in Note 17 to the consolidated financial statements. KORE Group Holdings, Inc. and Subsidiaries Consolidated Balance Sheets (In thousands USD, except share and per share amounts) December 31, 2021 As previously reported Income tax adjustments Indirect tax adjustments Other adjustments* As revised Assets Current assets Cash $ 85,976 — — — $ 85,976 Accounts receivable, net 51,304 — — 311 51,615 Inventories, net 15,470 — — — 15,470 Income taxes receivable 954 — — (20) 934 Prepaid expenses and other receivables 7,448 — — (85) 7,363 Total current assets 161,152 — — 206 161,358 Non-current assets Restricted cash 367 — — — 367 Property and equipment, net 12,240 — — — 12,240 Intangibles assets, net 203,474 — — (924) 202,550 Goodwill 381,962 — — 1,453 383,415 Other long-term assets 407 — — — 407 Total assets $ 759,602 $ — $ — $ 735 $ 760,337 Liabilities and stockholders’ equity Current liabilities Accounts payable $ 16,004 — — — $ 16,004 Accrued liabilities 21,311 — — 1,042 22,353 Income taxes payable 467 — — — 467 Current portion of capital lease obligations 191 — — (191) — Deferred revenue 6,889 — — — 6,889 Current portion of long-term debt and other borrowings, net 3,326 — — — 3,326 Total current liabilities 48,188 — — 851 49,039 Non-current liabilities Deferred tax liabilities 36,722 1,435 — (232) 37,925 Warrant liability 286 — — — 286 Capital lease obligations 264 — — (264) — Long-term debt and other borrowings, net 399,115 — — — 399,115 Other long-term liabilities 2,884 1,994 1,257 315 6,450 Total liabilities $ 487,459 $ 3,429 $ 1,257 $ 670 $ 492,815 Stockholders’ equity Common stock, voting; par value $0.0001 per share; 315,000,000 shares authorized, 72,027,743 shares issued and outstanding at December 31, 2021 $ 7 — — — $ 7 Additional paid-in capital 413,646 — — (331) 413,315 Accumulated other comprehensive loss (3,331) (46) — (86) (3,463) Accumulated deficit (138,179) (3,383) (1,257) 482 (142,337) Total stockholders’ equity 272,143 (3,429) (1,257) 65 267,522 Total liabilities and stockholders’ equity $ 759,602 $ — $ — $ 735 $ 760,337 __________________ * Certain reclassifications have been made to the 2021 consolidated balance sheet to conform to the 2022 presentation for leases. KORE Group Holdings, Inc. and Subsidiaries Consolidated Statements of Operations (In thousands USD, except share and per share amounts) December 31, 2021 As previously reported Income tax adjustments Indirect tax adjustments Other Adjustments As Revised Revenue Services $ 187,962 $ — $ — $ 218 $ 188,180 Products 60,255 — — — 60,255 Total revenue 248,217 — — 218 248,435 Cost of revenue Cost of services 69,867 — — (482) 69,385 Cost of products 52,357 — — (382) 51,975 Total cost of revenue (exclusive of depreciation and amortization shown separately below) 122,224 — — (864) 121,360 Operating expenses — Selling, general and administrative 91,733 — 457 113 92,303 Depreciation and amortization 50,414 — — (83) 50,331 Total operating expenses 142,147 — 457 30 142,634 Operating loss (16,154) — (457) 1,052 (15,559) Interest expense, including amortization of deferred financing costs, net 23,260 — — — 23,260 Change in fair value of warrant liability (5,267) — — — (5,267) Loss before income taxes (34,147) — (457) 1,052 (33,552) Income tax expense (benefit) (9,694) 732 — 186 (8,776) Net loss $ (24,453) $ (732) $ (457) $ 866 $ (24,776) Loss per share: Basic $ (1.03) $ (0.02) $ (0.01) $ 0.02 $ (1.04) Diluted $ (1.03) $ (0.02) $ (0.01) $ 0.02 $ (1.04) Weighted average shares outstanding (in Number): Basic 41,933,050 — — — 41,933,050 Diluted 41,933,050 — — — 41,933,050 KORE Group Holdings, Inc. and Subsidiaries Consolidated Statements of Comprehensive Loss (In thousands USD) December 31, 2021 As previously reported Income tax adjustments Indirect tax adjustments Other Adjustments As Revised Net loss $ (24,453) $ (732) $ (457) $ 866 $ (24,776) Other comprehensive income (loss): Foreign currency translation adjustment (1,654) 53 — (300) (1,901) Comprehensive loss $ (26,107) $ (679) $ (457) $ 566 $ (26,677) KORE Group Holdings, Inc. and Subsidiaries Consolidated Statements of Temporary Equity and Stockholders’ Equity (In thousands, USD, except share amounts) Series A Preferred Series A-1 Series B Preferred Series C Convertible Total Temporary Equity Common Stock Additional paid-in capital Accumulated Accumulated Total Temporary Equity Shares Amount Shares Amount Shares Amount Shares Amount Amount Shares Amount Amount Amount Amount Amount As Reported Balance at December 31, 2020 7,756,158 $ 77,562 7,862,107 $ 78,621 9,090,975 $ 90,910 2,566,186 $ 16,802 $ 263,895 30,281,520 $ 3 $ 135,616 $ (1,677) $ (113,726) $ 20,216 Derecognition of shares — — — — — — (45,818) (300) (300) — — — — — — Accrued dividends payable 765,609 7,656 824,076 8,241 692,543 6,925 — — 22,822 — — (22,822) — — (22,822) Foreign currency translation adjustment — — — — — — — — — — — — (1,654) — (1,654) Share-based compensation — — — — — — — — — 200,426 — (1,856) — — (1,856) Distributions to and conversions of preferred stock (8,521,767) (85,218) (8,686,183) (86,862) (9,783,518) (97,835) (2,520,368) (16,502) (286,417) 7,120,368 1 56,502 — — 56,503 CTAC shares recapitalized, net of equity issuance costs of $15,943 — — — — — — — — — 10,373,491 1 6,428 — — 6,429 Conversion of KORE warrants — — — — — — — — — 1,365,612 — 10,663 — — 10,663 Private offering and merger financing, net of equity issuance costs of $8123 — — — — — — — — — 22,686,326 2 216,875 — — 216,877 Equity portion of convertible debt, net of deferred financing costs of $384, net of sponsor shares of $683, net of deferred tax liability of $3,999 — — — — — — — — — — — 12,240 — — 12,240 Net loss — — — — — — — — — — — — — (24,453) (24,453) Balance at December 31, 2021 — $ — — $ — — $ — — $ — $ — 72,027,743 $ 7 $ 413,646 $ (3,331) $ (138,179) $ 272,143 Adjustments Balance, December 31, 2020 — — — — — — (45,818) (300) (300) — — — 115 (3,835) (3,720) Derecognition of shares — — — — — — 45,818 300 300 — — — — — — Foreign currency translation adjustment — — — — — — — — — — — — (247) — (247) Private offering and merger financing — — — — — — — — — — — (331) — — (331) Net loss — — — — — — — — — — — — — (323) (323) Total Adjustments — — — — — — — — — — — $ (331) $ (132) $ (4,158) $ (4,621) As Revised Balance at December 31, 2020 7,756,158 77,562 7,862,107 78,621 9,090,975 90,910 2,520,368 16,502 263,595 30,281,520 3 135,616 (1,562) (117,561) 16,496 Derecognition of shares — — — — — — — — — — — — — — — Accrued dividends payable 765,609 7,656 824,076 8,241 692,543 6,925 — — 22,822 — — (22,822) — — (22,822) Foreign currency translation adjustment — — — — — — — — — — — — (1,901) — (1,901) Share-based compensation — — — — — — — — — 200,426 — (1,856) — — (1,856) Distributions to and conversions of preferred stock (8,521,767) (85,218) (8,686,183) (86,862) (9,783,518) (97,835) (2,520,368) (16,502) (286,417) 7,120,368 1 56,502 — — 56,503 CTAC shares recapitalized, net of equity issuance costs of $15,943 — — — — — — — — — 10,373,491 1 6,428 — — 6,429 Conversion of KORE warrants — — — — — — — — — 1,365,612 — 10,663 — — 10,663 Private offering and merger financing, net of equity issuance costs of $8123 — — — — — — — — — 22,686,326 2 216,544 — — 216,546 Equity portion of convertible debt, net of deferred financing costs of $384, net of sponsor shares of $683, net of deferred tax liability of $3,999 — — — — — — — — — — — 12,240 — — 12,240 Net loss — — — — — — — — — — — — — (24,776) (24,776) Balance at December 31, 2021 — $ — — $ — — $ — — $ — $ — 72,027,743 $ 7 $ 413,315 $ (3,463) $ (142,337) $ 267,522 KORE Group Holdings, Inc. and Subsidiaries Consolidated Statements of Cash Flows (In thousands USD) December 31, 2021 As previously reported Income tax adjustments Indirect tax adjustments Other adjustments As Revised Cash flows from operating activities Net loss $ (24,453) $ (732) $ (457) $ 866 $ (24,776) Adjustments to reconcile net loss to net cash (used in) provided by operating activities Depreciation and amortization 50,414 — — (83) 50,331 Amortization of deferred financing costs 2,097 — — — 2,097 Amortization of discount on Backstop Notes 424 — — — 424 Deferred income taxes (9,871) 323 (143) (9,691) Non-cash foreign currency loss 344 — — — 344 Share-based compensation 4,564 — — — 4,564 Provision for doubtful accounts 322 — — — 322 Change in fair value of warrant liability (5,267) — — — (5,267) Change in operating assets and liabilities, net of operating assets and liabilities acquired: Accounts receivable (11,884) — — (218) (12,102) Inventories (9,875) — — — (9,875) Prepaid expenses and other receivables (1,700) — — 456 (1,244) Accounts payable and accrued liabilities (8,371) 409 457 (914) (8,419) Deferred revenue (805) — — — (805) Income taxes payable (697) — — 36 (661) Cash used in operating activities $ (14,758) $ — $ — $ — $ (14,758) Cash flows used in investing activities Additions to intangible assets (9,247) — — — (9,247) Additions to property and equipment (4,172) (4,172) Net cash (used) in investing activities $ (13,419) $ — $ — $ — $ (13,419) Cash flows from financing activities Proceeds from revolving credit facility 25,000 — — — 25,000 Repayment on revolving credit facility (25,000) — — — (25,000) Repayment of term loan (3,161) — — — (3,161) Repayment of other borrowings - notes payable (173) — — — (173) Proceeds from convertible debt 104,167 — — — 104,167 Proceeds from equity portion of convertible debt, net of issuance costs 15,697 — — — 15,697 Payment of deferred financing costs (1,579) — — — (1,579) Repayment of related party note (1,538) — — — (1,538) December 31, 2021 As previously reported Income tax adjustments Indirect tax adjustments Other adjustments As Revised Proceeds from CTAC and PIPE financing, net of issuance costs 223,688 — — — 223,688 Settlements of preferred shares (229,915) — — — (229,915) Payment of capital lease obligations (828) — — — (828) Payment of stock option share employee withholding taxes (2,305) — — — (2,305) Cash provided by/(used in) financing activities $ 104,053 $ — $ — $ — $ 104,053 Effect of Exchange Rate Change on Cash (226) — — — (226) Change in Cash and Restricted Cash 75,650 — — — 75,650 Cash and Restricted Cash, beginning of period 10,693 — — — 10,693 Cash and Restricted Cash, end of period $ 86,343 $ — $ — $ — $ 86,343 Non-cash investing and financing activities: Equity financing fees accrued $ 3,602 $ — $ — $ — $ 3,602 Common shares issued to preferred shareholders 56,502 — — — 56,502 Equity financing fees settled in common shares 1,863 — — — 1,863 Common shares issued to warrant holders 10,663 — — — 10,663 Common shares issued to option holders pursuant to the Cancellation Agreements 1,072 — — — 1,072 Sponsor shares distributed to lender under Backstop Agreement 683 — — — 683 Supplemental cash flow information: Interest paid $ 19,874 $ — $ — $ — $ 19,874 Taxes paid (net of refunds) 957 — — — 957 KORE Group Holdings, Inc. and Subsidiaries Condensed Consolidated Statements of Temporary Equity and Stockholders’ Equity (In thousands, USD, except share amounts) (unaudited) Series A Preferred Stock Series A-1 Preferred Stock Series B Preferred Stock Series C Convertible Preferred Stock Total Temporary Equity Common Stock Additional paid-in capital Accumulated Other Comprehensive Income (Loss) Accumulated Deficit Total Stockholders’ Equity Temporary Equity Shares Amount Shares Amount Shares Amount Shares Amount Amount Shares Amount Amount Amount Amount Amount As Reported Balance at December 31, 2020 (as previously reported) 7,756,158 $ 77,562 7,862,107 $ 78,621 9,090,975 $ 90,910 2,566,186 $ 16,802 $ 263,895 30,281,520 $ 3 $ 135,616 $ (1,677) $ (113,726) $ 20,216 Accrued dividends payable 248,622 2,486 266,558 2,666 224,161 2,241 — — 7,393 — — (7,393) — — (7,393) Foreign currency translation adjustment — — — — — — — — — — — — (900) — (900) Stock-based compensation — — — — — — — — — — — 315 — — 315 Net loss — — — — — — — — — — — — — (1,081) (1,081) Balance at March 31, 2021 8,004,780 80,048 8,128,665 81,287 9,315,136 93,151 2,566,186 16,802 271,288 30,281,520 3 128,538 (2,577) (114,807) 11,157 Adjustments Balance, December 31, 2020 — — — — — — (45,818) (300) (300) — — — 115 (3,835) (3,720) March 31, 2021 — — — — — — Foreign currency translation adjustment — — — — — — — — — — — — 4 — 4 Net loss — — — — — — — — — — — — — (918) (918) Total Adjustments - March 31, 2021 — — — — — — (45,818) (300) (300) — — — 119 (4,753) (4,634) As Revised Balance at December 31, 2020 7,756,158 77,562 7,862,107 78,621 9,090,975 90,910 2,520,368 16,502 263,595 30,281,520 3 135,616 (1,562) (117,561) 16,496 Accrued dividends payable 248,622 2,486 266,558 2,666 224,161 2,241 — — 7,393 — — (7,393) — — (7,393) Foreign currency translation adjustment — — — — — — — — — — — — (896) — (896) Stock-based compensation — — — — — — — — — — — 315 — — 315 Net loss — — — — — — — — — — — — — (1,999) (1,999) Balance at March 31, 2021 8,004,780 $ 80,048 8,128,665 $ 81,287 9,315,136 $ 93,151 2,520,368 $ 16,502 $ 270,988 30,281,520 $ 3 $ 128,538 $ (2,458) $ (119,560) $ 6,523 KORE Group Holdings, Inc. and Subsidiaries Condensed Consolidated Statements of Cash Flows (In thousands USD) (unaudited) For the three months ended March 31, 2021 As previously reported Income tax adjustments Indirect tax adjustments Other adjustments Revised Cash flows from operating activities Net loss $ (1,081) $ (238) $ (114) $ (566) $ (1,999) Adjustments to reconcile net loss to net cash used in operating activities Depreciation and amortization 13,114 — — (21) 13,093 Amortization of deferred financing costs 524 — — — 524 Deferred income taxes (1,366) 238 — (259) (1,387) Non-cash foreign currency loss (70) — — — (70) Share-based compensation 315 — — — 315 Provision for doubtful accounts (18) — — — (18) Change in fair value of warrant liability (2,424) — — — (2,424) Change in operating assets and liabilities, net of operating assets and liabilities acquired: Accounts receivable (1,855) — — (55) (1,910) Inventories (878) — — — (878) Prepaid expenses and other receivables (5,375) — — 1,274 (4,101) Accounts payable and accrued liabilities (13,311) — 114 (365) (13,562) Deferred revenue (81) — — — (81) Income taxes payable 186 — — (8) 178 Net cash used in operating activities $ (12,320) $ — $ — $ — $ (12,320) Net cash used in investing activities $ (3,091) $ — $ — $ — $ (3,091) Net cash provided financing activities $ 18,291 $ — $ — $ — $ 18,291 Effect of Exchange Rate Change on Cash and Restricted Cash (67) — — — (67) Change in Cash and Restricted Cash 2,813 — — — 2,813 Cash and Restricted Cash, beginning of period 10,693 — — — 10,693 Cash and Restricted Cash, end of period $ 13,506 $ — $ — $ — $ 13,506 KORE Group Holdings, Inc. and Subsidiaries Condensed Consolidated Statements of Stockholders’ Equity (In thousands, USD, except share amounts) (unaudited) Series A Preferred Stock Series A-1 Preferred Stock Series B Preferred Stock Series C Convertible Preferred Stock Total Temporary Equity Common Stock Additional paid-in capital Accumulated Other Comprehensive Income (Loss) Accumulated Deficit Total Stockholders’ Equity Temporary Equity Shares Amount Shares Amount Shares Amount Shares Amount Amount Shares Amount Amount Amount Amount Amount As Reported Balance at December 31, 2020 7,756,158 $ 77,562 7,862,107 $ 78,621 9,090,975 $ 90,910 2,566,186 $ 16,802 $ 263,895 30,281,520 $ 3 $ 135,616 $ (1,677) $ (113,726) $ 20,216 Accrued dividends payable 248,622 2,486 266,558 2,666 224,161 2,241 — — 7,393 — — (7,393) — — (7,393) Foreign currency translation adjustment — — — — — — — — — — — — (900) — (900) Stock-based compensation — — — — — — — — — — — 315 — — 315 Net loss — — — — — — — — — — — — — (1,081) (1,081) Balance at March 31, 2021 8,004,780 80,048 8,128,665 81,287 9,315,136 93,151 2,566,186 16,802 271,288 30,281,520 3 128,538 (2,577) (114,807) 11,157 Derecognition of shares — — — — — — (45,818) (300) (300) — — — — — — Accrued dividends payable 251,385 2,514 269,520 2,695 232,240 2,323 — — 7,532 — — (7,532) — — (7,532) Foreign currency translation adjustment — — — — — — — — — — — — 743 — 743 Stock-based compensation — — — — — — — — — — — 315 — — 315 Net loss — — — — — — — — — — — — — (6,885) (6,885) Balance at June 30, 2021 8,256,165 82,562 8,398,185 83,982 9,547,376 95,474 2,520,368 16,502 278,520 30,281,520 3 121,321 (1,834) (121,692) (2,202) Adjustments Balance, December 31, 2020 — — — — — — (45,818) (300) (300) — — — 115 (3,835) (3,720) March 31, 2021 — — — — — — Foreign currency translation adjustment — — — — — — — — — — — — 4 — 4 Net loss — — — — — — — — — — — — — (918) (918) Total Adjustments - March 31, 2021 — — — — — — (45,818) (300) (300) — — — 119 (4,753) (4,634) June 30, 2021 — — — — — — Derecognition of shares — — — — — — 45,818 300 300 — — — — — — Foreign currency translation adjustment — — — — — — — — — — — — (325) — (325) Net loss — — — — — — — — — — — — — 683 683 Total Adjustments - June 30, 2021 — — — — — — — — — — — — (206) (4,070) (4,276) As Revised Balance at December 31, 2020 7,756,158 77,562 7,862,107 78,621 9,090,975 90,910 2,520,368 16,502 263,595 30,281,520 3 135,616 (1,562) (117,561) 16,496 Accrued dividends payable 248,622 2,486 266,558 2,666 224,161 2,241 — — 7,393 — — (7,393) — — (7,393) Foreign currency translation adjustment — — — — — — — — — — — — (896) — (896) Stock-based compensation — — — — — — — — — — — 315 — — 315 Net loss — — — — — — — — — — — — — (1,999) (1,999) Balance at March 31, 2021 8,004,780 80,048 8,128,665 81,287 9,315,136 93,151 2,520,368 16,502 270,988 30,281,520 3 128,538 (2,458) (119,560) 6,523 Accrued dividends payable 251,385 2,514 269,520 2,695 232,240 2,323 — — 7,532 — — (7,532) — — (7,532) Foreign currency translation adjustment — — — — — — — — — — — — 418 — 418 Stock-based compensation — — — — — — — — — — — 315 — — 315 Net loss — — — — — — — — — — — — — (6,202) (6,202) Balance at June 30, 2021 8,256,165 $ 82,562 8,398,185 $ 83,982 9,547,376 $ 95,474 2,520,368 $ 16,502 $ 278,520 30,281,520 $ 3 $ 121,321 $ (2,040) $ (125,762) $ (6,478) KORE Group Holdings, Inc. and Subsidiaries Condensed Consolidated Statements of Cash Flows (In thousands USD) (unaudited) For the six months ended June 30, 2021 As previously reported Income tax adjustments Indirect tax adjustments Other adjustments Revised Cash flows from operating activities Net loss $ (7,966) $ (403) $ (228) $ 396 $ (8,201) Adjustments to reconcile net loss to net cash used in operating activities Depreciation and amortization 25,507 — — (42) 25,465 Amortization of deferred financing costs 1,047 — — — 1,047 Deferred income taxes (4,308) 237 — 694 (3,377) Non-cash foreign currency loss 77 — — — 77 Share-based compensation 630 — — — 630 Provision for doubtful accounts 11 — — — 11 Change in fair value of warrant liability (2,383) — — — (2,383) Change in operating assets and liabilities, net of operating assets and liabilities acquired: Accounts receivable (7,049) — — (109) (7,158) Inventories (4,089) — — — (4,089) Prepaid expenses and other receivables (9,016) — — (109) (9,125) Accounts payable and accrued liabilities (6,103) 166 228 (563) (6,272) Deferred revenue (671) — — — (671) Income taxes payable (32) — — (267) (299) Net cash used in operating activities $ (14,345) $ — $ — $ — $ (14,345) Net cash used in investing activities $ (5,973) $ — $ — $ — $ (5,973) Net cash provided by financing activities $ 18,375 $ — $ 18,375 Effect of exchange rate change on cash and restricted cash (82) — — — (82) Change in cash and restricted cash (2,025) — — — (2,025) Cash and restricted cash, beginning of period 10,693 — — — 10,693 Cash and restricted cash, end of period $ 8,668 $ — $ — $ — $ 8,668 KORE Group Holdings, Inc. and Subsidiaries Consolidated Statements of Stockholders’ Equity (Unaudited) (In thousands, USD) Series A Preferred Stock Series A-1 Preferred Stock Series B Preferred Stock Series C Convertible Preferred Stock Total Temporary Equity Common Stock Additional paid-in capital Accumulated Other Comprehensive Income (Loss) Accumulated Accumulated Total Stockholders’ Equity Temporary Equity Shares Amount Shares Amount Shares Amount Shares Amount Amount Shares Amount Amount Amount Amount Amount As Reported Balance at December 31, 2020 7,756,158 $ 77,562 7,862,107 $ 78,621 9,090,975 $ 90,910 2,566,186 $ 16,802 $ 263,895 30,281,520 $ 3 $ 135,616 $ (1,677) $ (113,726) $ 20,216 Accrued dividends payable 248,622 2,486 266,558 2,666 224,161 2,241 — — 7,393 — — (7,393) — — (7,393) Foreign currency translation adjustment — — — — — — — — — — — — (900) — (900) Stock-based compensation — — — — — — — — — — — 315 — — 315 Net loss — — — — — — — — — — — — — (1,081) (1,081) Balance at March 31, 2021 8,004,780 80,048 8,128,665 81,287 9,315,136 93,151 2,566,186 16,802 271,288 30,281,520 3 128,538 (2,577) (114,807) 11,157 Derecognition of shares — — — — — — (45,818) (300) (300) — — — — — — Accrued dividends payable 251,385 2,514 269,520 2,695 232,240 2,323 — — 7,532 — — (7,532) — — (7,532) Foreign currency translation adjustment — — — — — — — — — — — — 743 — 743 Stock-based compensation — — — — — — — — — — — 315 — — 315 Net loss — — — — — — — — — — — — — (6,885) (6,885) Balance at June 30, 2021 8,256,165 82,562 8,398,185 83,982 9,547,376 95,474 2,520,368 16,502 278,520 30,281,520 3 121,321 (1,834) (121,692) (2,202) Accrued dividends payable 265,602 2,656 287,998 2,880 236,142 2,361 — — 7,897 — — (7,897) — — (7,897) Foreign currency translation adjustment — — — — — — — — — — — — (1,322) — (1,322) Stock-based compensation — — — — — — — — — — — (3,519) — — (3,519) Distributions to and conversions of preferred stock (8,521,767) (85,218) (8,686,183) (86,862) (9,783,518) (97,835) (2,520,368) (16,502) (286,417) 7,120,368 1 56,502 — — 56,503 CTAC shares recapitalized, net of equity issuance costs of $15,912 — — — — — — — — — 10,373,491 1 6,456 — — 6,457 Conversion of KORE warrants — — — — — — — — — 1,365,612 10,663 — — 10,663 Private offering and merger financing, net of equity issuance costs of $7,718 — — — — — — — — — 22,686,326 2 217,280 — — 217,282 Equity portion of convertible debt, net of issuance costs of $224 — — — — — — — — — — — 12,510 — — 12,510 Net loss — — — — — — — — — — — — — (4,508) (4,508) Balance at September 30, 2021 — — — — — — — — — 71,827,317 7 413,316 (3,156) (126,200) 283,967 Adjustments Series A Preferred Stock Series A-1 Preferred Stock Series B Preferred Stock Series C Convertible Preferred Stock Total Temporary Equity Common Stock Additional paid-in capital Accumulated Other Comprehensive Income (Loss) Accumulated Accumulated Total Stockholders’ Equity Temporary Equity Balance, December 31, 2020 — — — — — — (45,818) (300) (300) — — — 115 (3,835) (3,720) March 31, 2021 Foreign currency translation adjustment — — — — — — — — — — — — 4 — 4 Net loss — — — — — — — — — — — — — (918) (918) Total Adjustments - March 31, 2021 — — — — — — (45,818) (300) (300) — — — 119 (4,753) (4,634) June 30, 2021 Derecognition of shares — — — — — — 45,818 300 300 — — — — — — Foreign currency translation adjustment — — — — — — — — — — — — (325) — (325) Net loss — — — — — — — — — — — — — 683 683 Total Adjustments - June 30, 2021 — — — — — — — — — — — — (206) (4,070) (4,276) September 30, 2021 Foreign currency translation adjustment — — — — — — — — — — — — 67 — 67 Private offering and merger financing — — — — — — — — — — — (331) — — (331) Net loss — — — — — — — — — — — — — 135 135 Total Adjustments - September 30, 2021 — — — — — — — — — — — (331) (139) (3,935) (4,405) As Revised Balance at December 31, 2020 7,756,158 77,562 7,862,107 78,621 9,090,975 90,910 2,520,368 16,502 263,595 30,281,520 3 135,616 (1,562) (117,561) 16,496 Accrued dividends payable 248,622 2,486 266,558 2,666 224,161 2,241 — — 7,393 — — (7,393) — — (7,393) Foreign currency translation adjustment — — — — — — — — — — — — (896) — (896) Stock-based compensation — — — — — — — — — — — 315 — — 315 Net loss — — — — — — — — — — — — — (1,999) (1,999) Balance at March 31, 2021 8,004,780 80,048 8,128,665 81,287 9,315,136 93,151 2,520,368 16,502 270,988 30,281,520 3 128,538 (2,458) (119,560) 6,523 Accrued dividends payable 251,385 2,514 269,520 2,695 232,240 2,323 — — 7,532 — — (7,532) — — (7,532) Foreign currency translation adjustment — — — — — — — — — — — — 418 — 418 Stock-based compensation — — — — — — — — — — — 315 — — 315 Series A Preferred Stock Series A-1 Preferred Stock Series B Preferred Stock Series C Convertible Preferred Stock Total Temporary Equity Common Stock Additional paid-in capital Accumulated Other Comprehensive Income (Loss) Accumulated Accumulated Total Stockholders’ Equity Temporary Equity Net loss — — — — — — — — — — — — — (6,202) (6,202) Balance at June 30, 2021 8,256,165 82,562 8,398,185 83,982 9,547,376 95,474 2,520,368 16,502 278,520 30,281,520 3 121,321 (2,040) (125,762) (6,478) Accrued dividends payable 265,602 2,656 287,998 2,880 236,142 2,361 — — 7,897 — — (7,897) — — (7,897) Foreign currency translation adjustment — — — — — — — — — — — — (1,255) — (1,255) Stock-based compensation — — — — — — — — — — — (3,519) — — (3,519) Distributions to and conversions of preferred stock (8,521,767) (85,218) (8,686,183) (86,862) (9,783,518) (97,835) (2,520,368) (16,502) (286,417) 7,120,368 1 56,502 — — 56,503 CTAC shares recapitalized, net of equity issuance costs of $15,912 — — — — — — — — — 10,373,491 1 6,456 — — 6,457 Conversion of KORE warrants — — — — — — — — — 1,365,612 — 10,663 — — 10,663 Private offering and merger financing, net of equity issuance costs of $7,718 — — — — — — — — — 22,686,326 2 216,949 — — 216,951 Equity portion of convertible debt, net of issuance costs of $224 — — — — — — — — — — — 12,510 — — 12,510 Net loss — — — — — — — — — — — — — (4,373) (4,373) Balance at September 30, 2021 — — — — — — — — — 71,827,317 $ 7 $ 412,985 $ (3,295) $ (130,135) $ 279,562 KORE Group Holdings, Inc. and Subsidiaries Consolidated Statements of Cash Flows (Unaudited) (In thousands USD) For nine months ended September 30, 2021 As previously reported Income tax adjustments Indirect tax adjustments Other adjustments Revised Cash flows from operating activities Net loss $ (12,474) $ (702) $ (342) $ 944 $ (12,574) Adjustments to reconcile net loss to net cash provided by (used in) operating activities Depreciation and amortization 37,947 — — (63) 37,884 Amortization of deferred financing costs 1,569 — — — 1,569 Deferred income taxes (8,197) 293 — 463 (7,441) Non-cash foreign currency loss (gain) (163) — — — (163) Stock-based compensation 4,564 — — — 4,564 Provision for doubtful accounts 117 — — — 117 Change in fair value of warrant liability (5,281) — — — (5,281) Change in operating assets and liabilities, net of operating assets and liabilities acquired: Accounts receivable (12,792) — — (164) (12,956) Inventories (6,461) — — — (6,461) Prepaid expenses and other current assets (5,054) — — (51) (5,105) Accounts payable and accrued liabilities (2,366) 409 342 (749) (2,364) Deferred revenue (911) — — — (911) Income taxes payable 63 — — (380) (317) Net cash used in operating activities $ (9,439) $ — $ — $ — $ (9,439) Net cash used in investing activities $ (9,782) $ — $ — $ — $ (9,782) Net cash provided by financing activities $ 81,772 $ — $ — $ — $ 81,772 Effect of exchange rate change on cash (188) (188) Change in cash and restricted cash 62,363 — — — 62,363 Cash and restricted cash, beginning of period $ 10,693 — — — $ 10,693 Cash and restricted cash, end of period $ 73,056 $ — $ — $ — $ 73,056 |
GEOGRAPHIC AREA INFORMATION
GEOGRAPHIC AREA INFORMATION | 12 Months Ended |
Dec. 31, 2022 | |
Segment Reporting [Abstract] | |
GEOGRAPHIC AREA INFORMATION | GEOGRAPHIC AREA INFORMATION No sales to an individual country other than the United States accounted for more than 10% of revenue for fiscal years 2022 and 2021. Revenue classified by the major geographic areas in which our customers were located and long-lived assets classified where held: Net Sales Long Lived Assets* December 31 December 31 (in Thousands, USD) 2022 2021 2022 2021 United States $ 211,599 $ 187,392 $ 152,361 $ 141,511 Other Countries 56,848 61,043 62,062 73,279 Total $ 268,447 $ 248,435 $ 214,423 $ 214,790 __________________ |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 12 Months Ended |
Dec. 31, 2022 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | SUBSEQUENT EVENTS The Company has completed an evaluation of all subsequent events through April 7, 2023, to ensure that these consolidated financial statements include appropriate disclosure of events both recognized in the consolidated financial statements and events which occurred but were not recognized in the consolidated financial statements. Except as described below, the Company has concluded that no subsequent event has occurred that requires disclosure. As of March 26, 2023, KORE entered into an agreement to acquire Twilio's IoT business unit for ten million shares of KORE common stock to be issued to Twilio. This acquisition expands KORE's existing Deploy, Manage, and Scale capabilities by adding Build services to our one-stop-shop and, importantly, bolsters KORE's global, independent IoT Connectivity leadership position. Completion of the acquisition transaction is subject to customary closing conditions and is expected to close in the late second quarter of 2023. |
SCHEDULE 1 - PARENT ONLY FINANC
SCHEDULE 1 - PARENT ONLY FINANCIAL INFORMATION | 12 Months Ended |
Dec. 31, 2022 | |
Condensed Financial Information Disclosure [Abstract] | |
Schedule I – Parent Company Financial Information | SCHEDULE I – PARENT ONLY FINANCIAL INFORMATION The following presents condensed parent company only financial information of KORE Group Holdings, Inc. Condensed Balance Sheet (in thousands USD) December 31, December 31, Assets Non-current assets Investment in subsidiaries $ 192,549 $ 256,725 Total non-current assets 192,549 256,725 Total assets $ 192,549 $ 256,725 Liabilities and stockholders’ equity Long-term liabilities Warrant liability 33 286 Total liabilities $ 33 $ 286 Stockholders’ equity Common stock, voting; par value $0.0001 per share; 315,000,000 shares authorized, 76,292,241 and 72,027,743 shares issued and outstanding at December 31, 2022, and December 31, 2021 8 7 Additional paid-in capital 435,293 401,690 Accumulated other comprehensive loss (6,390) (3,463) Accumulated deficit (236,394) (141,795) Total stockholders’ equity $ 192,517 $ 256,439 Total liabilities and stockholders’ equity $ 192,550 $ 256,725 Condensed Statements of Loss and Comprehensive Loss (in thousands USD) For the years ended December 31, December 31, Equity in net loss of unconsolidated subsidiaries $ (94,759) $ (29,892) Change in fair value of warrant liability (254) (5,267) Loss before income taxes (94,505) (24,625) Net loss $ (94,505) $ (24,625) Other comprehensive loss: Foreign currency translation adjustment (2,927) (1,987) Comprehensive loss $ (97,432) $ (26,612) Condensed Statements of Cash Flows (in thousands USD) For the years ended December 31, December 31, Cash flows from operating activities Net loss $ (94,505) $ (24,625) Adjustments to reconcile net loss to net cash provided by operating activities Equity in net loss of unconsolidated subsidiaries 94,759 29,892 Change in fair value of warrant liability (254) (5,267) Cash provided by operating activities $ — $ — Cash flows from investing activities Distribution from subsidiary — 5,947 Cash provided by investing activities $ — $ 5,947 Issuance of common stock, net of transaction costs — 223,968 Settlement of preferred stock — (229,915) Cash used in financing activities $ — $ (5,947) Effect of exchange rate change on cash and restricted — — Change in cash and restricted cash — — Cash and restricted cash, beginning of year — — Cash and restricted cash, end of year $ — $ — Non-cash investing and financing activities: Fair value of KORE common stock issued pursuant to acquisition $ 23,295 $ — Share-based payment awards issued to employees of subsidiaries 10,296 1,839 On March 12, 2021, Maple Holdings Inc. (“Maple” or “pre-combination KORE”) entered into a definitive merger agreement (the “Business Combination”) with Cerberus Telecom Acquisition Corp. (NYSE: CTAC) (“CTAC”). On September 29, 2021, CTAC held a special meeting, at which CTAC’s shareholders voted to approve the proposals outlined in the proxy statement filed by CTAC with the Securities Exchange Commission (the “SEC”) on August 13, 2021, including, among other things, the adoption of the Business Combination and approval of the other transactions contemplated by the merger agreement. On September 30, 2021 (the “Closing Date”), as contemplated by the merger agreement, (i) CTAC merged with and into King LLC Merger Sub, LLC (“LLC Merger Sub”) (the “Pubco Merger”), with LLC Merger Sub being the surviving entity of the Pubco Merger and King Pubco, Inc. (“Pubco”) as parent of the surviving entity, (ii) immediately prior to the First Merger (as defined below), Cerberus Telecom Acquisition Holdings, LLC (the “Sponsor”) contributed 100% of its equity interests in King Corp Merger Sub, Inc. (“Corp Merger Sub”) to Pubco (the “Corp Merger Sub Contribution”), as a result of which Corp Merger Sub became a wholly owned subsidiary of Pubco, (iii) following the Corp Merger Sub Contribution, Corp Merger Sub merged with and into Maple (the “First Merger”), with Maple being the surviving corporation of the First Merger, and (iv) immediately following the First Merger and as part of the same overall transaction as the First Merger, Maple merged with and into LLC Merger Sub (the “Second Merger” and, together with the First Merger, being collectively referred to as the “Mergers” and, together with the other transactions contemplated by the merger agreement, the “Transactions” and the closing of the Transactions, the Business Combination), with LLC Merger Sub being the surviving entity of the Second Merger and Pubco being the sole member of LLC Merger Sub. In connection with the Business Combination, Pubco changed its name to “KORE Group Holdings, Inc.” (the “Company”). The combined Company remained listed on the NYSE under the new ticker symbol “KORE.” The Business Combination was accounted for as a reverse recapitalization as pre-combination KORE was determined to be the accounting acquirer and CTAC was treated as the “acquired” company for accounting purposes under FASB’s ASC Topic 805, Business Combination (“ASC 805”). Pre-combination KORE was determined to be the accounting acquirer based on the evaluation of the following facts and circumstances: • the equity holders of pre-combination KORE held the majority (54%) of voting rights in the Company; • the senior management of pre-combination KORE became the senior management of the Company; • in comparison with CTAC, pre-combination KORE has significantly more revenues and total assets and a larger net loss; and • the operations of pre-combination KORE comprise the ongoing operations of the Company, and the Company assumed pre-Combination KORE’s headquarters. Accordingly, for accounting purposes, the financial statements of the Company represent a continuation of the financial statements of pre-combination KORE with the acquisition being treated as the equivalent of pre-combination KORE issuing stock for the net assets of CTAC, accompanied by a recapitalization. The net assets of CTAC were stated at historical cost, with no goodwill or other intangible assets recorded. Pre-combination KORE was deemed to be the predecessor and the consolidated assets and liabilities and results of operations prior to September 30, 2021 are those of pre-combination KORE. In the condensed parent-company-only financial statements, the Company’s investment in subsidiaries is stated at cost plus equity in undistributed earnings of subsidiaries since the subsidiaries were originally acquired. The Company’s share of net loss of its subsidiaries is included in the condensed statements of loss and comprehensive loss using the equity method of accounting. These condensed parent-company-only financial statements should be read in connection with the consolidated financial statements and notes thereto of KORE Group Holdings, Inc. and subsidiaries. As of December 31, 2022, the Company has no purchase commitment, capital commitment and operating lease commitments. The Company is the guarantor of indebtedness for certain of its subsidiaries. (ii) Restricted Net Assets Schedule I of Rule 5-04 of Regulation S-X requires the condensed financial information of a registrant to be filed when the restricted net assets of the registrant’s subsidiaries exceed 25 percent of the registrant’s consolidated net assets as of the end of the most recently completed fiscal year. For purposes of this test, restricted net assets of the consolidated subsidiaries means the amount of the registrant’s proportionate share of net assets of the consolidated subsidiaries (after intercompany eliminations) which as of the end of the most recent fiscal year may not be transferred to the parent company by subsidiaries in the form of loans, advances or cash dividends without the consent of a third party (e.g., lender, regulatory agency, foreign government). The parent company financial statements have been prepared in accordance with Rule 12-04, Schedule I of Regulation S-X as the restricted net assets of the Company’s subsidiaries exceed 25% of the Company’s consolidated net assets. The Company is a holding company that conducts substantially all its business operations through its subsidiaries. The Company’s ability to pay dividends on the Company’s common stock is limited by restrictions on the ability of the Company and its subsidiaries to pay dividends or make distributions under the terms of agreements governing the indebtedness of the Company’s subsidiaries. Subject to the full terms and conditions under the agreements governing its indebtedness, the Company and its subsidiaries may be permitted to make dividends and distributions under such agreements if there is no event of default and certain pro-forma financial ratios (as defined by such agreements) are met. |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
Accounting Policies [Abstract] | ||
Basis of Presentation and Principles of Consolidation | Basis of Presentation and Principles of Consolidation The accompanying 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 regulations 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. KORE Group Holdings, Inc. and its Subsidiaries (“the Company”) use the same accounting policies in preparing quarterly and annual financial statements. Therefore, these consolidated financial statements and accompanying notes should be read in conjunction with the consolidated financial statements and accompanying notes included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022. | |
Recently Adopted and Issued Accounting Pronouncements | Recently Adopted Accounting Pronouncements The Company considers the applicability and impact of all ASUs issued by the FASB. ASUs not listed below were assessed and determined to be either not applicable or did not have a material impact on the Company's consolidated financial statements. The following ASUs have been adopted by the Company since the Company’s last Annual Report on Form 10-K. ASU 2016-13, Financial Instruments—Credit Losses: Measurement of Credit Losses on Financial Instruments The Company adopted ASU 2016-13, on January 1, 2023, utilizing the modified retrospective method. The adoption of ASU 2016-13 modified the measurement of expected credit losses on certain financial instruments such as trade receivables that result from revenue transactions within the scope of ASC 606. The Company adopted ASU 2016-13 utilizing the loss rate method which considers historical loss rates, adjusted for current conditions, and reasonable and supportable forecasts to its trade receivable balances. The adoption of ASU 2016-13 did not have a material impact on the Company’s consolidated financial statements. ASU 2022-04, Liabilities—Supplier Finance Programs (Topic 405-50) - Disclosure of Supplier Finance Program Obligations The Company adopted ASU 2022-04, on January 1, 2023, except for the annual roll forward requirement which is effective for fiscal years beginning after December 15, 2023. The standard requires entities that use supplier finance programs to disclose the key terms, including a description of payment terms, the confirmed amount outstanding under the program at the end of each reporting period, a description of where those obligations are presented on the balance sheet, and an annual roll forward, including the amount of obligations confirmed and the amount paid during the period. The guidance does not affect the recognition, measurement, or financial statement presentation of obligations covered by supplier finance programs. See Note 5 for details of the program under the Premium Finance Agreement. Recently Issued Accounting Pronouncements The Company considers the applicability and impact of all ASUs issued by the FASB. ASUs not listed here were assessed and determined to be either not applicable or are not expected to have a material impact on the Company's consolidated financial statements. | Recently Adopted Accounting Pronouncements The Company considers the applicability and impact of all ASUs issued by the FASB. ASUs not listed below were assessed and determined to be either not applicable or did not have a material impact on the Company's consolidated financial statements. The following ASUs have been adopted by the Company during the fiscal year 2022: ASU 2016-02, ASU 2018-10, ASU 2018-11, ASU 2020-03 and ASU 2020-05, Leases (Topic 842) In February 2016, the FASB issued ASU 2016-02, Leases, to increase transparency and comparability among organizations by recognizing lease assets and lease liabilities on the balance sheet and disclosing key information about leasing arrangements. In July 2018, ASU 2018-10, Codification Improvements to ASC 2016-02, Leases, was issued to provide more detailed guidance and additional clarification for implementing ASU 2016-02. Furthermore, in July 2018, the FASB issued ASU 2018-11, Leases: Targeted Improvements, which provides an optional transition method in addition to the existing modified retrospective transition method by allowing a cumulative effect adjustment to the opening balance of retained earnings in the period of adoption. Furthermore, on June 3, 2020, the FASB deferred by one year the effective date of the new leases standard for private companies, private not-for-profits and public not-for-profits that have not yet issued (or made available for issuance) financial statements reflecting the new standard. Additionally, in March 2020, ASU 2020-03, Codification Improvements to Financial Instruments, Leases, was issued to provide more detailed guidance and additional clarification for implementing ASU 2016-02. Furthermore, in June 2020, ASU 2020-05, Revenue from Contracts with Customers and Leases, was issued to defer effective dates of adoption of the new leasing standard beginning after December 15, 2021, and interim periods within fiscal years beginning after December 15, 2022. These new leasing standards (collectively “ASC 842” or “the new standard”) are effective for the Company beginning after December 15, 2021, and interim periods within fiscal years beginning after December 15, 2022, with early adoption permitted. 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 of our 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 effect of the changes made to our consolidated balance sheet for the adoption of ASC 842 were as follows: (In thousands, USD) At December 31, 2021 Adjustments due to ASC 842 At January 1 Operating lease right-of-use assets $ — $ 9,278 $ 9,278 Current portion of operating lease liabilities $ — $ 2,121 $ 2,121 Non-current portion of operating lease liabilities $ — $ 7,483 $ 7,483 Current portion of capital lease liabilities included in Accrued liabilities $ 191 $ (191) $ — Current portion of finance lease liabilities included in Accrued liabilities $ — $ 191 $ 191 Non-current portion of capital lease liabilities included in Other long-term liabilities $ 264 $ (264) $ — Non-current portion of finance lease liabilities included in Other long-term liabilities $ — $ 264 $ 264 Accrued liabilities $ 22,353 $ (326) $ 22,027 In addition to the increase to the operating lease liabilities and right-of-use assets, ASC 842 also resulted in reclassifying the presentation of accrued liabilities and deferred rent to operating lease right-of-use assets. 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; or (3) capitalization of initial direct costs for an expired or existing lease. See Note 8 for additional information related to leases, including disclosure required under ASC 842. ASU 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging— Contracts in Entity’s Own Equity (Subtopic 815-40) In August 2020, the FASB issued ASU 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging— Contracts in Entity’s Own Equity (Subtopic 815-40) (“ASU 2020-06”) to simplify accounting for certain financial instruments. ASU 2020-06 eliminates the current models that require separation of beneficial conversion and cash conversion features from convertible instruments and simplifies the derivative scope exception guidance pertaining to equity classification of contracts in an entity’s own equity. The new standard also introduces additional disclosures for convertible debt and freestanding instruments that are indexed to and settled in an entity’s own equity. ASU 2020-06 amends the diluted earnings per share guidance, including the requirement to use the if-converted method for all convertible instruments. ASU 2020-06 is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2023. Early adoption is permitted for fiscal years (including interim periods) beginning after December 15, 2020. The Company early adopted ASU 2020-06 on January 1, 2022, using a modified retrospective transition approach. 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. Refer to “Note 10 –Long-Term Debt and Other Borrowings”, to the consolidated financial statements for further detail. The cumulative after-tax effect of the changes made to our consolidated balance sheet for the adoption of ASU 2020-06 were as follows: (In thousands, USD) At December 31, 2021 Adjustments due to ASU 2020-06 At January 1, Long-term debt and other borrowings, net $ 399,115 $ 15,163 $ 414,278 Additional paid-in capital 413,315 (11,613) 401,702 Deferred tax liabilities 37,925 (3,849) 34,076 Accumulated deficit (142,337) 299 (142,038) ASU 2021-04, Issuer’s Accounting for Certain Modifications or Exchanges of Freestanding Equity-Classified Written Call Options In May 2021, the FASB issued ASU 2021-04, Issuer’s Accounting for Certain Modifications or Exchanges of Freestanding Equity-Classified Written Call Options, which provides guidance on modifications or exchanges of a freestanding equity-classified written call option that is not within the scope of another Topic. An entity should treat a modification of the terms or conditions or an exchange of a freestanding equity-classified written call option that remains equity classified after modification or exchange as an exchange of the original instrument for a new instrument and provides further guidance on measuring the effect of a modification or an exchange of a freestanding equity-classified written call option that remains equity classified after modification or exchange. ASU 2021-04 also provides guidance on the recognition of the effect of a modification or an exchange of a freestanding equity-classified written call option that remains equity classified after modification or exchange on the basis of the substance of the transaction, in the same manner as if cash had been paid as consideration. ASU 2021-04 was effective for the Company beginning on January 1, 2022, and we will apply the amendments prospectively through December 31, 2022. There was no impact on our consolidated financial statements as a result of adopting this standard update. ASU 2020-04, Reference Rate Reform: Facilitation of the Effects of Reference Rate Reform on Financial Reporting In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform: Facilitation of the Effects of Reference Rate Reform on Financial Reporting , to provide guidance on easing the potential burden in accounting for reference rate reform on financial reporting. ASU 2020-04 is effective from March 12, 2020 and may be applied prospectively through December 31, 2024. ASU 2020-04 was effective for the Company beginning on December 22, 2022. There was no impact on our consolidated financial statements as a result of adopting this standard update. Recently Issued Accounting Pronouncements The Company considers the applicability and impact of all ASUs issued by the FASB. ASUs not listed below were assessed and determined to be either not applicable or are not expected to have a material impact on the Company's consolidated financial statements. ASU 2016-13, Financial Instruments—Credit Losses: Measurement of Credit Losses on Financial Instruments In June 2016, the FASB issued ASU 2016-13, Financial Instruments - Credit Losses: Measurement of Credit Losses on Financial Instruments , which requires the use of a new current expected credit loss (“CECL”) model in estimating allowances for doubtful accounts with respect to accounts receivable and notes receivable. Receivables from revenue transactions, or trade receivables, are recognized when the corresponding revenue is recognized under ASC 606, Revenue from Contracts with Customers . The CECL model requires that the Company estimate its lifetime expected credit loss with respect to these receivables and record allowances when deducted from the balance of the receivables, which represent the estimated net amounts expected to be collected. Given the generally short-term nature of trade receivables, the Company does not expect to apply a discounted cash flow methodology. However, the Company will consider whether historical loss rates are consistent with expectations of forward-looking estimates for its trade receivables. In November 2018, the FASB issued ASU 2018-19, Codification Improvements to Topic 326, Financial Instruments—Credit Losses to clarify that operating lease receivables recorded by lessors are explicitly excluded from the scope of ASU 2016-13. This ASU (collectively “ASC 326”) is effective for fiscal years beginning after December 15, 2022, and interim periods within those fiscal years. The Company does not expect adoption of this ASU to have a material impact in the consolidated financial statements. ASU 2020-03, Codification Improvements to Financial Instruments In March 2020, the FASB issued ASU 2020-03, Codification Improvements to Financial Instruments , which clarifies specific issues raised by stakeholders. Specifically, the ASU: • 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. |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
Accounting Policies [Abstract] | ||
Basis of Presentation | Basis of Presentation The Company’s consolidated financial statements are expressed in U.S. dollars and have been prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”). Intercompany balances and transactions were eliminated upon consolidation. The preparation of consolidated financial statements in conformity with US GAAP requires management to make use of estimates and assumptions that affect the reported amounts and disclosures. The Business Combination was accounted for as a reverse recapitalization as pre-combination KORE was determined to be the accounting acquirer under Financial Accounting Standard Board's ("FASB") ASC Topic 805, Business Combination (“ASC 805”). Pre-combination KORE was determined to be the accounting acquirer based on the evaluation of the following facts and circumstances: • the equity holders of pre-combination KORE held the majority (54%) of voting rights in the Company; • the senior management of pre-combination KORE became the senior management of the Company; • in comparison with CTAC, pre-combination KORE has significantly more revenues and total assets and a larger net loss; and, • the operations of pre-combination KORE comprise the ongoing operations of the Company, and the Company assumed pre-Combination KORE’s headquarters. | |
Foreign Currency | Foreign Currency The functional currency of the Company’s foreign subsidiaries is generally the local currency. Any transactions recorded in the Company’s foreign subsidiaries denominated in a currency other than the local currency are remeasured using current exchange rates each reporting period with the resulting unrealized gains or losses being included in selling, general and administrative expenses in the consolidated statements of operations. | |
Segments | SegmentsOperating segments are defined as components of an entity for which separate financial information is available and that is regularly reviewed by the CODM in deciding how to allocate resources to the individual segment and in assessing performance. The Company’s CODM is its Chief Executive Officer. The Company has determined that it operates in one operating segment and one reportable segment, as the CODM reviews financial information presented on a consolidated basis for purposes of making operating decisions, allocating resources, and evaluating financial performance. | |
Use of Estimates | Use of Estimates The preparation of consolidated financial statements, in conformity with US GAAP, requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and disclosure of contingent assets and liabilities at the date of the consolidated financial statements relate to the following; (1) revenue recognition such as determining the nature and timing of the satisfaction of performance obligations, (2) revenue reserves, (3) allowances for accounts receivable, (4) inventory obsolescence, (5) the measurement of assets acquired and liabilities assumed in business combinations at fair value, (6) assessment of indicators of goodwill impairment and the determination of the fair value of the Company’s reporting unit, (7) determination of useful lives of the Company’s intangible assets and equipment, (8) the assessment of expected cash flows used in evaluating long-lived assets for impairment, (9) the calculation of capitalized software costs, and (10) accounting for uncertainties in income tax positions. 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. | |
Revenue Recognition | Revenue Recognition We recognize revenue under ASC 606, Revenue from Contracts with Customers by apply the following steps: (1) identify the contract with a customer; (2) identify the performance obligations in the contract; (3) determine the transaction price; (4) allocate the transaction price to the performance obligations in the contract; and (5) recognize revenue when, or as, the Company satisfies a performance obligation. Payments are generally due and received within 30-60 days from the point of billing customers. The Company derives revenues primarily from IoT Connectivity and IoT Solutions. Connectivity arrangements provide customers with secure and reliable wireless connectivity to mobile and fixed devices through various mobile network carriers. Revenue from IoT Connectivity consists of monthly recurring charges (“MRC’s”) and overage/usage charges, and contracts are generally short-term in nature (i.e., month-to-month arrangements). Revenue for MRC’s and overage/usage charges are recognized over time as the Company satisfies the performance obligation (generally starting when an enrolled device is activated on the Company’s platform). Most of the MRC’s are billed monthly in advance (generally in the last week of a month); any amounts billed for which the service has not been provided as of the balance sheet dates are reported as a contract liability and components of deferred revenue. Overage/usage charges are billed in arrears on a monthly cycle. Overage/usage charges are evaluated on a monthly basis, and any overage/usage charges determined by management as unlikely to be collected due to a customer disputing the charge or due to a concession are reserved. Reserved items are written off when deemed uncollectible or recognized as revenue if collected. Certain IoT Connectivity customers also have the option to purchase products and/or equipment (e.g. subscriber identification module or “SIM” cards, routers, phones, or tablets) from the Company on an as needed basis. Product sales to IoT Connectivity customers are recognized when control is transferred to the customer, which is typically upon shipment of the product. IoT Solutions arrangements include 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 (“SSPs”). When available, the Company uses observable prices to determine SSPs. When observable prices are not available, SSPs are established that reflect the Company's best estimates of what the selling price of the performance obligations would be if they were sold regularly on a stand-alone basis. The Company's process for estimating SSPs without observable prices consider multiple factors that may vary depending upon the unique facts and circumstances related to each performance obligation including, where applicable, prices charged by the Company for similar offerings, market trends in the pricing for similar offerings, product-specific business objectives and the estimated cost to provide the performance obligation. Hardware, deployment services, and connectivity services generally have readily observable prices. The standalone selling price of our warehouse management services (which is associated with our bill-and-hold inventory and determined to be immaterial as discussed below) was determined using a cost-plus-margin approach with the primary assumptions including Company profit objectives, internal cost structure, and current market trends. Device and other hardware sales in IoT Solutions arrangements are generally accounted for as separate contracts since the customer is not obligated to purchase additional services when committing to the purchase of any products. Such sales are typically recognized upon shipment to the customer. However, in certain contracts, the customer has requested the Company to hold the products ordered for later shipment to the customer’s remote location or to the customer’s end user as a part of a vendor managed inventory model. In these situations, management has concluded that transfer of control to the customer occurs prior to shipment. In these “bill-and-hold” arrangements, the right to invoice, transfer of legal title and transfer of the risk and rewards associated with the products occurs when the Company receives the hardware from a third-party vendor and has deemed it to be functional. Additionally, the products are identified both physically and systematically as belonging to a specific customer, are usable by the customer, and are only shipped, used, or disposed as directed by the specific customer. Based on these factors, management recognizes revenue on bill-and-hold hardware when the hardware is received by the Company and deemed functional. As part of the bill-and-hold arrangements, the Company performs a service related to the storage of the hardware. The Company has determined that any storage fee related to bill-and-hold inventory is immaterial to the consolidated financial statements taken as a whole. Deployment services consist of the Company preparing hardware owned by a customer for use by a customer’s end user. Deployment and connectivity may both be included within a single IoT Solutions contract and are considered separate performance obligations. While consideration for deployment services is generally fixed when ordered by the client, consideration for connectivity services is variable and solely related to the connectivity services. Therefore, the fixed consideration is allocated to the deployment services and is recognized as revenue when the services are provided (i.e. when the related hardware is shipped to the customer). Connectivity within IoT Solutions contracts are recognized similar to the IoT Connectivity as described above, since such contracts are generally short term in nature and variability is resolved each month as the services are provided. Professional services are generally provided over a contract term of one to two months. Revenue is recognized over time on an input method basis (typically, based on hours completed to date and an estimate of total hours to complete the project). There are no material instances where variable consideration is constrained and not recorded at the initial time of sale. Product returns are recorded as a reduction to revenue based on anticipated sales returns that occur in the normal course of business and are immaterial for the years ended December 31, 2022, and 2021. 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 years presented. Additionally, the Company does not have material costs related to obtaining a contract with amortization periods greater than one year for any of the years presented. Overage usage charges are evaluated on a monthly basis, and any overage/usage charges determined by management as unlikely to be collected due to a customer disputing the charge or due to a concession are reserved in the month billed and are not initially recognized as revenue. These amounts are netted against accounts receivable and reversed when credited to the customer account, generally no longer than one to two months after initial billing. The Company applies ASC 606 utilizing the following allowable exemptions or practical expedients: • Exemption to not disclose the unfulfilled performance obligation balance for contracts with an original length of one year or less. • Practical expedient to recognize the incremental costs of obtaining a contract as an expense when incurred if the amortization period of the asset that the entity otherwise would have recognized is one year or less. • Election to present revenue net of sales taxes and other similar taxes. • Election from recognizing shipping and handling activities as a separate performance obligation. | |
Restricted Cash | Restricted CashRestricted 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 Risk Cash is a financial instrument that is potentially subject to concentrations of credit risk. The Company’s cash is 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 is held. The Company has no other financial instruments with off-balance-sheet risk of loss. | |
Accounts Receivable, Net of Allowance for Doubtful Accounts | Accounts Receivable, Net of Allowance for Doubtful AccountsThe carrying amount of accounts receivable is reduced by a valuation allowance that reflects management’s best estimate of the amounts that will not be collected. Management reviews all accounts receivable balances that exceed terms from the invoice date individually, and based on an assessment of current creditworthiness, past payment history, and historical loss experience, and provides an allowance for the portion, if any, of the balance not expected to be collected. All accounts or portions thereof considered uncollectible or require excessive collection costs are written off to the allowance for doubtful accounts and recorded under selling, general and administrative expense in the consolidated statements of operations. | |
Inventories | InventoriesThe Company records its inventory, which primarily consists of finished goods such as SIM cards, other hardware and packaging materials, using the first-in, first-out method, except for certain legacy acquisition that use weighted average cost method to account for approximately 14% of the total consolidated inventory. Certain items in inventory require limited assembly procedures to be performed before shipping the items to customers. Due to the insignificant nature and cost associated with the assembly procedures, the Company classifies these items as finished goods. Inventories are stated at the lower of cost or net realizable value. The Company performs ongoing evaluations and maintains a reserve if necessary for slow-moving and obsolete items, based upon factors surrounding the inventory age, amount of inventory on hand and projected sales. | |
Property and Equipment | Property and Equipment The Company’s property and equipment primarily consist of computer hardware and software, networking equipment as well as furniture and fixtures. Property and equipment are recorded at cost and are depreciated over their estimated useful lives using the declining-balance method at the following annual rates: Computer hardware and software 30 % Networking equipment 20 % Furniture and fixtures 20 % Maintenance, repairs, and ordinary replacements are recorded under selling, general and administrative expenses in the consolidated statement of operations as incurred. Expenditures for improvements that extend the physical or economic life of the property are capitalized. Leasehold improvements are depreciated using the straight-line method over the shorter of the estimated useful life or the remaining term of the lease. The Company includes computer software in property and equipment as the software is integral to enabling the functioning of the hardware. | |
Leases | Leases At the beginning of the first quarter of fiscal 2022, the Company adopted the FASB Accounting Standards Update (“ASU”) No. 2016-02, Leases (Topic 842) (“ASU 2016-02”), and additional ASUs issued to clarify and update the guidance in ASU 2016-02 (collectively, the “new leases standard”). The Company leases real estate, computer hardware and vehicles for use in our operations under both operating and finance leases. The Company assesses 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 asset and lease liability at the lease commencement date, which is the date that the underlying asset becomes available for use. For both operating and finance leases, we recognize a right-of-use asset, which represents our right to use the underlying asset for the lease term, and a lease liability, which represents the present value of our obligation to make payments arising over the lease term. The present value of our obligation to make payments is calculated using the incremental borrowing rate for operating and finance leases. The incremental borrowing rate is determined using a portfolio approach based on the rate of interest that the Company would have to pay to borrow an amount equal to the lease payments on a collateralized basis over a similar term. Management uses the unsecured borrowing rate and risk-adjusts that rate to approximate a collateralized rate, which will be updated on an annual basis for the measurement of new lease liabilities. In those circumstances where the Company is the lessee, we have elected to account for non-lease components associated with our leases (e.g., common area maintenance costs) and lease components as a single lease component for all of our asset classes. 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 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. The Company recognizes the amortization of the right-of-use asset for our finance leases on a straight-line basis over the shorter of the term of the lease or the useful life of the right-of-use asset in depreciation and amortization expense in our consolidated statements of operations. The interest expense related to finance leases is recognized using the effective interest method based on the discount rate determined at lease commencement and is included within interest expense in our consolidated statements of operations. | |
Internal Use Software | Internal Use SoftwareCertain costs of platform and software applications developed for internal use are capitalized as intangible assets. Capitalization of costs begins when two criteria are met: (i) the preliminary project stage is completed (i.e. application development stage) and (ii) it is probable that the software will be completed and used for its intended function. The Company also capitalizes costs related to specific upgrades and enhancements when it is probable the expenditure will result in additional functionality. Costs incurred for maintenance, minor upgrades and enhancements are recorded under selling, general and administrative expenses in the consolidated statement of operations as incurred. Costs related to preliminary project activities and post-implementation operating activities are also recorded under selling, general and administrative expenses in the consolidated statement of operations as incurred. The Company amortizes the capitalized costs on a straight-line basis over the useful life of the asset. | |
Business Combinations | Business Combinations The Company allocates the fair value of the consideration transferred to the assets acquired and liabilities assumed based on their fair values at the acquisition date. The excess of the fair value of consideration transferred over the fair value of the assets acquired, and liabilities assumed is recorded as goodwill. Acquisition-related expenses and restructuring costs are recognized separately from the business combination and expensed as incurred. All changes in accounting for deferred tax asset valuation allowances and acquired income tax uncertainties after the measurement period are recognized as a component of provision for income taxes. When determining the fair values of assets acquired and liabilities assumed, management makes significant estimates and assumptions, especially with respect to intangible assets. Critical estimates in valuing intangible assets include expected future cash flows based on consideration of future growth rates and margins, customer attrition rates, future changes in technology and brand awareness and discount rates. Fair value estimates are based on the assumptions management believes a market | |
Fair Value Measurement | Fair Value Measurements The Company applies the provisions of ASC 820, Fair Value Measurements, for fair value measurements of financial assets and financial liabilities and for fair value measurements of non-financial items that are recognized or disclosed at fair value in the financial statements on a recurring basis. The Company also applied the provisions of the subtopic to fair value measurements of non-financial assets and non-financial liabilities that are recognized or disclosed at fair value in the financial statements on a non-recurring basis. The subtopic defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The subtopic also establishes a framework for measuring fair value and expands disclosures about fair value measurements. The fair value framework requires the Company to categorize certain assets and liabilities into three levels, based upon the assumptions used to price those assets or liabilities. The three levels are defined as follows: Level 1. Quoted prices in active markets for identical assets or liabilities. Level 2. Quoted prices for similar assets and liabilities in active markets or inputs that are observable. Level 3. Unobservable inputs reflecting management’s own assumptions about the inputs used in pricing the asset or liability. The Company has determined the estimated fair value of its financial instruments based on appropriate valuation methodologies; however, considerable judgment is required to develop these estimates. Accordingly, these estimated fair values are not necessarily indicative of the amounts the Company could realize in a current market exchange. The estimated fair values can be materially affected by using different assumptions or methodologies. The methods and assumptions used in estimating the fair values of financial instruments are based on carrying values and future cash flows. Cash is stated at cost, which approximates fair value. The carrying amounts reported in the balance sheet for accounts receivable, accounts payable, and accrued liabilities approximate fair value, due to their short-term maturities. Long-term debt is carried at amortized cost using the effective interest rate method. The Company’s outstanding borrowings are not required to be measured at fair value at the end of each reporting period. The carrying and fair values of the Company’s outstanding borrowings are disclosed at the end of each reporting period in “Note 10 – Long Term Debt and Other Borrowings, net” to the consolidated financial statements. The Notes under the Backstop agreement, are carried at amortized cost using the effective interest rate method and is disclosed in “Note 10 – Long Term Debt and Other Borrowings, net” to the consolidated financial statements. | |
Stock-Based Compensation | Stock-Based Compensation The Company has had several stock-based compensation plans, which are more fully described in “Note 13 - Stock-Based Compensation”, to the consolidated financial statements. Stock-based compensation is generally recognized as an expense following the straight-line attribution method over the requisite service period. The fair value of stock-based compensation is measured on the grant date based on the grant-date fair value of the awards using the lattice model. | |
Intangible Assets | Intangible Assets Identifiable intangible assets acquired individually or as part of a group of other assets are initially recognized and measured at cost. The cost of a group of intangible assets acquired in a transaction, including those acquired in a business combination that meet the specified criteria for recognition apart from goodwill, is the sum of the individual assets acquired based on their acquisition date fair values. The cost incurred to enhance the service potential of an intangible asset is capitalized as a betterment. Identifiable intangible assets comprise assets that have a definite life amortized on a straight-line basis over their estimated useful lives as follows: Customer relationships 10-13 years Technology 5-9 years Carrier contracts 10 years Trademarks 9-10 years Internally developed computer software 3-5 years The Company capitalizes costs directly related to the design, deployment and enhancements of its internal operating support systems, including employee-related costs. | |
Goodwill | Goodwill Goodwill represents the excess fair value of consideration transferred over the fair value of the net identifiable assets acquired in a business combination. Goodwill is evaluated annually on October 1st for impairment or more frequently if impairment indicators are present. A qualitative assessment is performed to determine whether the existence of events or circumstances leads to a determination that it is more likely than not the fair value of the reporting unit is less than its carrying amount. Qualitative factors considered are macroeconomics conditions such as geographical location and fluctuations in foreign exchange, industry and market conditions, financial performance including both profitability and cash flows from operations, entity-specific events and share price trends. If, based on the qualitative assessment, it is determined that it is more likely than not the fair value of the reporting unit is less than its carrying amount, then a quantitative test is performed and an impairment loss is recognized in an amount equal to the excess of the carrying value over the fair value of the reporting unit, limited to the total amount of goodwill allocated to that reporting unit. Under a quantitative test, the Company obtains a third-party valuation of the fair value of the reporting unit. Assumptions used in the fair value calculation include revenue growth and profitability, terminal values, discount rates, and implied control premium. These assumptions are consistent with those the Company believes hypothetical marketplace participants would use. | |
Deferred Financing Costs | Deferred Financing Costs Deferred financing costs consist principally of debt issuance costs which are being amortized using the effective interest method over the terms of the related debt agreements and are presented in the consolidated balance sheets as direct deductions from long-term debt. Issuance costs for credit facilities are recorded in other long-term assets in the consolidated balance sheets and are amortized over the term of the agreement using the straight-line method. | |
Defined Contribution Plans | Defined Contribution Plans The Company sponsors defined contribution plans (the “Plans”) that cover our domestic and international employees following the completion of an eligibility period. Under the Plans, participating employees may defer a portion of their pretax earnings up to the limits provided by local statutory requirements. The Company makes matching contributions, subject to limits of the base compensation that a participant contributes to the Plan. The Company’s matching contributions vest over up to a maximum of four years from the participant’s date of hire. The Company records its portion of matching contributions as an expense within the selling, general and administrative financial statement line item. | |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets The Company reviews long-lived assets, such as property and equipment, and purchased intangibles subject to amortization, for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. The recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to the estimated undiscounted future cash flows expected to be generated by the asset. If the carrying amount of an asset exceeds its estimated future cash flows, an impairment charge is recognized for the amount by which the carrying amount of the asset exceeds the fair value of the asset. Assets to be disposed of by sale would be separately presented in the consolidated balance sheet and reported at the lower of the carrying amount or fair value less costs to sell and are no longer depreciated. The assets and liabilities of a group classified as held for sale would be presented separately in the appropriate asset and liability sections of the consolidated balance sheet. There were no assets classified as held for sale at any of the balance sheet dates presented. | |
Income Taxes | Income Taxes The Company provides for income taxes under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The Company recognized the effect of income tax positions only if those positions are more likely than not to be sustained. Recognized income tax positions are measured at the largest amount that is greater than 50% likely to be realized. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the year that includes the date of enactment. A valuation allowance is recorded to reduce deferred tax assets to an amount, which, in the opinion of management, is more likely than not to be realized. The Company considers factors such as the cumulative income or loss in recent years; reversal of deferred tax liabilities; projected future taxable income exclusive of temporary differences; the character of the income tax asset, including income tax positions; tax planning strategies and other factors in the determination of the valuation allowance. | |
Earnings (Loss) Per Share | Earnings (Loss) Per Share The Company calculates basic and diluted earnings/(loss) per common share. Basic earnings/(loss) per share is calculated by dividing earnings/(loss) for the period by the weighted-average common shares outstanding for the period including outstanding KORE warrants. Diluted earnings/(loss) per share includes the effect of dilutive instruments and uses the average share price for the period in determining the number of shares that are to be added to the weighted-average number of shares outstanding. Cumulative dividends on preferred shares were subtracted from net income/(loss) to arrive at earnings/(loss) attributable to common stockholders. In periods of net income, the Company allocates net income to the common shares under the two-class method for th e unvested share-based payment awards that contain participating rights to dividends or dividend equivalents (whether paid or unpaid). Because the share-based awards do not have an obligation to fund losses, they are not included in the calculation during periods of losses because their effect would be antidilutive. | |
Reclassifications in the financial statements | Reclassifications in the consolidated financial statementsCertain reclassifications have been made to the 2021 consolidated financial statements to conform to the 2022 presentation for leases. These reclassifications did not have a significant impact in the consolidated financial statements presented. | |
Comprehensive Loss and Accumulated Other Comprehensive Loss | Comprehensive Loss and Accumulated Other Comprehensive Loss The Company has included the consolidated statements of comprehensive loss in the accompanying consolidated financial statements, which include the effects of foreign currency translation adjustments relating to the Company's foreign operations. | |
Recently Adopted and Issued Accounting Pronouncements | Recently Adopted Accounting Pronouncements The Company considers the applicability and impact of all ASUs issued by the FASB. ASUs not listed below were assessed and determined to be either not applicable or did not have a material impact on the Company's consolidated financial statements. The following ASUs have been adopted by the Company since the Company’s last Annual Report on Form 10-K. ASU 2016-13, Financial Instruments—Credit Losses: Measurement of Credit Losses on Financial Instruments The Company adopted ASU 2016-13, on January 1, 2023, utilizing the modified retrospective method. The adoption of ASU 2016-13 modified the measurement of expected credit losses on certain financial instruments such as trade receivables that result from revenue transactions within the scope of ASC 606. The Company adopted ASU 2016-13 utilizing the loss rate method which considers historical loss rates, adjusted for current conditions, and reasonable and supportable forecasts to its trade receivable balances. The adoption of ASU 2016-13 did not have a material impact on the Company’s consolidated financial statements. ASU 2022-04, Liabilities—Supplier Finance Programs (Topic 405-50) - Disclosure of Supplier Finance Program Obligations The Company adopted ASU 2022-04, on January 1, 2023, except for the annual roll forward requirement which is effective for fiscal years beginning after December 15, 2023. The standard requires entities that use supplier finance programs to disclose the key terms, including a description of payment terms, the confirmed amount outstanding under the program at the end of each reporting period, a description of where those obligations are presented on the balance sheet, and an annual roll forward, including the amount of obligations confirmed and the amount paid during the period. The guidance does not affect the recognition, measurement, or financial statement presentation of obligations covered by supplier finance programs. See Note 5 for details of the program under the Premium Finance Agreement. Recently Issued Accounting Pronouncements The Company considers the applicability and impact of all ASUs issued by the FASB. ASUs not listed here were assessed and determined to be either not applicable or are not expected to have a material impact on the Company's consolidated financial statements. | Recently Adopted Accounting Pronouncements The Company considers the applicability and impact of all ASUs issued by the FASB. ASUs not listed below were assessed and determined to be either not applicable or did not have a material impact on the Company's consolidated financial statements. The following ASUs have been adopted by the Company during the fiscal year 2022: ASU 2016-02, ASU 2018-10, ASU 2018-11, ASU 2020-03 and ASU 2020-05, Leases (Topic 842) In February 2016, the FASB issued ASU 2016-02, Leases, to increase transparency and comparability among organizations by recognizing lease assets and lease liabilities on the balance sheet and disclosing key information about leasing arrangements. In July 2018, ASU 2018-10, Codification Improvements to ASC 2016-02, Leases, was issued to provide more detailed guidance and additional clarification for implementing ASU 2016-02. Furthermore, in July 2018, the FASB issued ASU 2018-11, Leases: Targeted Improvements, which provides an optional transition method in addition to the existing modified retrospective transition method by allowing a cumulative effect adjustment to the opening balance of retained earnings in the period of adoption. Furthermore, on June 3, 2020, the FASB deferred by one year the effective date of the new leases standard for private companies, private not-for-profits and public not-for-profits that have not yet issued (or made available for issuance) financial statements reflecting the new standard. Additionally, in March 2020, ASU 2020-03, Codification Improvements to Financial Instruments, Leases, was issued to provide more detailed guidance and additional clarification for implementing ASU 2016-02. Furthermore, in June 2020, ASU 2020-05, Revenue from Contracts with Customers and Leases, was issued to defer effective dates of adoption of the new leasing standard beginning after December 15, 2021, and interim periods within fiscal years beginning after December 15, 2022. These new leasing standards (collectively “ASC 842” or “the new standard”) are effective for the Company beginning after December 15, 2021, and interim periods within fiscal years beginning after December 15, 2022, with early adoption permitted. 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 of our 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 effect of the changes made to our consolidated balance sheet for the adoption of ASC 842 were as follows: (In thousands, USD) At December 31, 2021 Adjustments due to ASC 842 At January 1 Operating lease right-of-use assets $ — $ 9,278 $ 9,278 Current portion of operating lease liabilities $ — $ 2,121 $ 2,121 Non-current portion of operating lease liabilities $ — $ 7,483 $ 7,483 Current portion of capital lease liabilities included in Accrued liabilities $ 191 $ (191) $ — Current portion of finance lease liabilities included in Accrued liabilities $ — $ 191 $ 191 Non-current portion of capital lease liabilities included in Other long-term liabilities $ 264 $ (264) $ — Non-current portion of finance lease liabilities included in Other long-term liabilities $ — $ 264 $ 264 Accrued liabilities $ 22,353 $ (326) $ 22,027 In addition to the increase to the operating lease liabilities and right-of-use assets, ASC 842 also resulted in reclassifying the presentation of accrued liabilities and deferred rent to operating lease right-of-use assets. 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; or (3) capitalization of initial direct costs for an expired or existing lease. See Note 8 for additional information related to leases, including disclosure required under ASC 842. ASU 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging— Contracts in Entity’s Own Equity (Subtopic 815-40) In August 2020, the FASB issued ASU 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging— Contracts in Entity’s Own Equity (Subtopic 815-40) (“ASU 2020-06”) to simplify accounting for certain financial instruments. ASU 2020-06 eliminates the current models that require separation of beneficial conversion and cash conversion features from convertible instruments and simplifies the derivative scope exception guidance pertaining to equity classification of contracts in an entity’s own equity. The new standard also introduces additional disclosures for convertible debt and freestanding instruments that are indexed to and settled in an entity’s own equity. ASU 2020-06 amends the diluted earnings per share guidance, including the requirement to use the if-converted method for all convertible instruments. ASU 2020-06 is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2023. Early adoption is permitted for fiscal years (including interim periods) beginning after December 15, 2020. The Company early adopted ASU 2020-06 on January 1, 2022, using a modified retrospective transition approach. 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. Refer to “Note 10 –Long-Term Debt and Other Borrowings”, to the consolidated financial statements for further detail. The cumulative after-tax effect of the changes made to our consolidated balance sheet for the adoption of ASU 2020-06 were as follows: (In thousands, USD) At December 31, 2021 Adjustments due to ASU 2020-06 At January 1, Long-term debt and other borrowings, net $ 399,115 $ 15,163 $ 414,278 Additional paid-in capital 413,315 (11,613) 401,702 Deferred tax liabilities 37,925 (3,849) 34,076 Accumulated deficit (142,337) 299 (142,038) ASU 2021-04, Issuer’s Accounting for Certain Modifications or Exchanges of Freestanding Equity-Classified Written Call Options In May 2021, the FASB issued ASU 2021-04, Issuer’s Accounting for Certain Modifications or Exchanges of Freestanding Equity-Classified Written Call Options, which provides guidance on modifications or exchanges of a freestanding equity-classified written call option that is not within the scope of another Topic. An entity should treat a modification of the terms or conditions or an exchange of a freestanding equity-classified written call option that remains equity classified after modification or exchange as an exchange of the original instrument for a new instrument and provides further guidance on measuring the effect of a modification or an exchange of a freestanding equity-classified written call option that remains equity classified after modification or exchange. ASU 2021-04 also provides guidance on the recognition of the effect of a modification or an exchange of a freestanding equity-classified written call option that remains equity classified after modification or exchange on the basis of the substance of the transaction, in the same manner as if cash had been paid as consideration. ASU 2021-04 was effective for the Company beginning on January 1, 2022, and we will apply the amendments prospectively through December 31, 2022. There was no impact on our consolidated financial statements as a result of adopting this standard update. ASU 2020-04, Reference Rate Reform: Facilitation of the Effects of Reference Rate Reform on Financial Reporting In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform: Facilitation of the Effects of Reference Rate Reform on Financial Reporting , to provide guidance on easing the potential burden in accounting for reference rate reform on financial reporting. ASU 2020-04 is effective from March 12, 2020 and may be applied prospectively through December 31, 2024. ASU 2020-04 was effective for the Company beginning on December 22, 2022. There was no impact on our consolidated financial statements as a result of adopting this standard update. Recently Issued Accounting Pronouncements The Company considers the applicability and impact of all ASUs issued by the FASB. ASUs not listed below were assessed and determined to be either not applicable or are not expected to have a material impact on the Company's consolidated financial statements. ASU 2016-13, Financial Instruments—Credit Losses: Measurement of Credit Losses on Financial Instruments In June 2016, the FASB issued ASU 2016-13, Financial Instruments - Credit Losses: Measurement of Credit Losses on Financial Instruments , which requires the use of a new current expected credit loss (“CECL”) model in estimating allowances for doubtful accounts with respect to accounts receivable and notes receivable. Receivables from revenue transactions, or trade receivables, are recognized when the corresponding revenue is recognized under ASC 606, Revenue from Contracts with Customers . The CECL model requires that the Company estimate its lifetime expected credit loss with respect to these receivables and record allowances when deducted from the balance of the receivables, which represent the estimated net amounts expected to be collected. Given the generally short-term nature of trade receivables, the Company does not expect to apply a discounted cash flow methodology. However, the Company will consider whether historical loss rates are consistent with expectations of forward-looking estimates for its trade receivables. In November 2018, the FASB issued ASU 2018-19, Codification Improvements to Topic 326, Financial Instruments—Credit Losses to clarify that operating lease receivables recorded by lessors are explicitly excluded from the scope of ASU 2016-13. This ASU (collectively “ASC 326”) is effective for fiscal years beginning after December 15, 2022, and interim periods within those fiscal years. The Company does not expect adoption of this ASU to have a material impact in the consolidated financial statements. ASU 2020-03, Codification Improvements to Financial Instruments In March 2020, the FASB issued ASU 2020-03, Codification Improvements to Financial Instruments , which clarifies specific issues raised by stakeholders. Specifically, the ASU: • 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. |
REVENUE (Tables)
REVENUE (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
Revenue from Contract with Customer [Abstract] | ||
Summary of Disaggregation Revenue | 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: Three Months Ended (In thousands, USD) March 31, 2023 2022 IoT Connectivity* $ 43,244 $ 43,053 Hardware Sales 16,444 19,012 Hardware Sales—bill-and-hold 2,197 2,422 Deployment services, professional services, referral services and other 4,090 4,491 Total $ 65,975 $ 68,978 __________________ | The Company views the following disaggregated disclosures as useful to understand the composition of revenue recognized during the respective reporting periods: Years Ended (In thousands, USD) December 31, 2022 December 31, 2021 IoT Connectivity* $ 173,162 $ 164,610 Hardware Sales 69,091 54,898 Hardware Sales - bill-and-hold 10,736 5,357 Deployment services, professional services, referral services, and other 15,458 23,570 Total $ 268,447 $ 248,435 __________________ * Includes connectivity-related revenues from IoT Connectivity and IoT Solutions |
ACQUISITIONS (Tables)
ACQUISITIONS (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
Business Combination and Asset Acquisition [Abstract] | ||
Schedule of Allocation of Consideration Transferred for Acquired Companies | 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. (In thousands, USD) Fair Value Cash, (net of closing cash of $1,995) and working capital adjustments $ 46,002 Fair value of KORE common stock issued to sellers (4,212,246 shares) 23,295 Total consideration $ 69,297 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 2,638 Liabilities assumed 10,029 Net identifiable assets acquired 24,438 Goodwill (excess of consideration transferred over net identifiable assets acquired) $ 44,859 | The following table summarizes the allocation of the consideration transferred for BMP, including the identified assets acquired and liabilities assumed as of the acquisition date. (In thousands, USD, except share amounts) Fair Value Cash, (net of closing cash of $1,995) and working capital adjustments $ 46,002 Fair value of KORE Common Stock issued to sellers (4,212,246 shares) 23,295 Total consideration $ 69,297 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 2,638 Liabilities assumed 10,029 Net identifiable assets acquired 24,438 Goodwill (excess of consideration transferred over net identifiable assets acquired) $ 44,859 |
ACCOUNTS RECEIVABLE (Tables)
ACCOUNTS RECEIVABLE (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Receivables [Abstract] | |
Schedule of Accounts Receivable | The following table shows the details of accounts receivable as of March 31, 2023, and December 31, 2022: (In thousands, USD) March 31, 2023 December 31, 2022 Accounts receivable $ 48,483 $ 45,097 Allowance for credit losses (428) (559) Accounts receivable, net $ 48,055 $ 44,538 |
STOCK-BASED COMPENSATION (Table
STOCK-BASED COMPENSATION (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
Share-Based Payment Arrangement [Abstract] | ||
Schedule of RSU Activity | The following table summarizes Restricted Stock Units (“RSUs”) activities during the reporting period shown below: Number of Weighted- Aggregate Unvested RSUs at December 31, 2022 5,515 $ 6.69 $ 34,191 Granted 4,230 1.72 7,297 Vested (395) 6.78 (2,680) Forfeited and canceled (123) 6.97 (859) Unvested RSUs at March 31, 2023 9,227 $ 5.54 $ 37,949 | The following table summarizes RSUs activity during the reporting periods shown below: Number of awards outstanding Weighted-average grant date fair value Aggregate intrinsic value Unvested RSUs at December 31, 2021 — — — Granted 5,789 $ 6.24 $ 36,101 Vested (52) 6.88 (362) Forfeited and canceled (222) 6.97 (1,548) Unvested RSUs at December 31, 2022 5,515 $ 34,191 |
Schedule of Share-Based Compensation Expense | The following is a summary of the Company’s share-based compensation expense and income tax benefit related to the RSUs for the reporting periods shown below: Three Months Ended March 31, (In thousands, USD) 2023 2022 Total Stock Compensation Expense $ 2,570 $ 2,050 Income tax benefit related to share-based compensation expense 246 264 | The following is a summary of the Company’s share-based compensation expense related to RSUs during the reporting periods shown below: Years Ended (In thousands, USD) December 31, 2022 December 31, 2021 Total Stock Compensation Expense $ 10,296 $ 4,564 Unrecognized Compensation Cost 24,272 — Remaining recognition period (in years) 2.6 — |
NET LOSS PER SHARE (Tables)
NET LOSS PER SHARE (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 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: Three Months Ended March 31, (In thousands, USD, except share and per share amounts) 2023 2022 Numerator: Net loss $ (18,490) $ (11,572) Denominator: Weighted average common shares outstanding Basic (in number) 76,524,735 74,040,261 Diluted (in number) 76,524,735 74,040,261 Net loss per unit Basic $ (0.24) $ (0.16) Diluted $ (0.24) $ (0.16) | Presented in the table below is a reconciliation of the numerator and denominator for the basic and diluted earnings per share (“EPS”) calculations for the periods ended: (In thousands, USD) December 31, 2022 December 31, 2021 Numerator: Net loss attributable to the Company $ (106,200) $ (24,776) Less cumulative earnings to preferred shareholder — (22,822) Add premium on preferred conversion to common shares — 4,074 Net income (loss) attributable to common stockholders $ (106,200) $ (43,524) Denominator: Weighted average common shares and warrants outstanding Basic (in number) 75,710,904 41,933,050 Diluted (in number) 75,710,904 41,933,050 Net loss per unit attributable to common stockholder Basic $ (1.40) $ (1.04) Diluted $ (1.40) $ (1.04) |
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: Three Months Ended (Number of shares) March 31, 2023 2022 Common stock issued under the Backstop Agreement 9,600,031 9,600,031 Restricted stock grants with only service conditions 4,529,117 3,108,277 Private placement warrants 272,779 272,779 | The following securities were not included in the computation of diluted shares outstanding because the effect would be anti-dilutive: (number of shares) December 31, December 31, Restricted stock grants with only service conditions 3,552,416 — Common stock issued under the Backstop Agreement 9,600,031 9,600,031 Private Placement Warrants 272,779 272,779 Series C Convertible Preferred Stock — 2,566,186 Stock Options — 432,500 |
SUMMARY OF SIGNIFICANT ACCOUN_5
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Schedule of Property, Plant and Equipment, Declining-Balance Method, Annual Depreciation Rates | Property and equipment are recorded at cost and are depreciated over their estimated useful lives using the declining-balance method at the following annual rates: Computer hardware and software 30 % Networking equipment 20 % Furniture and fixtures 20 % |
Schedule of Finite-Lived Intangible Assets, Useful Lives | Identifiable intangible assets comprise assets that have a definite life amortized on a straight-line basis over their estimated useful lives as follows: Customer relationships 10-13 years Technology 5-9 years Carrier contracts 10 years Trademarks 9-10 years Internally developed computer software 3-5 years |
Schedule of Changes to Financial Statements for Adoption of Accounting Pronouncements | The cumulative after-tax effect of the changes made to our consolidated balance sheet for the adoption of ASC 842 were as follows: (In thousands, USD) At December 31, 2021 Adjustments due to ASC 842 At January 1 Operating lease right-of-use assets $ — $ 9,278 $ 9,278 Current portion of operating lease liabilities $ — $ 2,121 $ 2,121 Non-current portion of operating lease liabilities $ — $ 7,483 $ 7,483 Current portion of capital lease liabilities included in Accrued liabilities $ 191 $ (191) $ — Current portion of finance lease liabilities included in Accrued liabilities $ — $ 191 $ 191 Non-current portion of capital lease liabilities included in Other long-term liabilities $ 264 $ (264) $ — Non-current portion of finance lease liabilities included in Other long-term liabilities $ — $ 264 $ 264 Accrued liabilities $ 22,353 $ (326) $ 22,027 The cumulative after-tax effect of the changes made to our consolidated balance sheet for the adoption of ASU 2020-06 were as follows: (In thousands, USD) At December 31, 2021 Adjustments due to ASU 2020-06 At January 1, Long-term debt and other borrowings, net $ 399,115 $ 15,163 $ 414,278 Additional paid-in capital 413,315 (11,613) 401,702 Deferred tax liabilities 37,925 (3,849) 34,076 Accumulated deficit (142,337) 299 (142,038) |
REVISION OF PREVIOUSLY REPORT_2
REVISION OF PREVIOUSLY REPORTED CONSOLIDATED FINANCIAL STATEMENTS (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Changes and Error Corrections [Abstract] | |
Schedule of Annual Revisions | The following tables present the impact of the revisions on our annual consolidated financial statements for the year ended December 31, 2021, including the impact to the accumulated other comprehensive income (loss) and the accumulated deficit balances as of December 31, 2020. The revised unaudited interim consolidated financial statements are included in Note 17 to the consolidated financial statements. KORE Group Holdings, Inc. and Subsidiaries Consolidated Balance Sheets (In thousands USD, except share and per share amounts) December 31, 2021 As previously reported Income tax adjustments Indirect tax adjustments Other adjustments* As revised Assets Current assets Cash $ 85,976 — — — $ 85,976 Accounts receivable, net 51,304 — — 311 51,615 Inventories, net 15,470 — — — 15,470 Income taxes receivable 954 — — (20) 934 Prepaid expenses and other receivables 7,448 — — (85) 7,363 Total current assets 161,152 — — 206 161,358 Non-current assets Restricted cash 367 — — — 367 Property and equipment, net 12,240 — — — 12,240 Intangibles assets, net 203,474 — — (924) 202,550 Goodwill 381,962 — — 1,453 383,415 Other long-term assets 407 — — — 407 Total assets $ 759,602 $ — $ — $ 735 $ 760,337 Liabilities and stockholders’ equity Current liabilities Accounts payable $ 16,004 — — — $ 16,004 Accrued liabilities 21,311 — — 1,042 22,353 Income taxes payable 467 — — — 467 Current portion of capital lease obligations 191 — — (191) — Deferred revenue 6,889 — — — 6,889 Current portion of long-term debt and other borrowings, net 3,326 — — — 3,326 Total current liabilities 48,188 — — 851 49,039 Non-current liabilities Deferred tax liabilities 36,722 1,435 — (232) 37,925 Warrant liability 286 — — — 286 Capital lease obligations 264 — — (264) — Long-term debt and other borrowings, net 399,115 — — — 399,115 Other long-term liabilities 2,884 1,994 1,257 315 6,450 Total liabilities $ 487,459 $ 3,429 $ 1,257 $ 670 $ 492,815 Stockholders’ equity Common stock, voting; par value $0.0001 per share; 315,000,000 shares authorized, 72,027,743 shares issued and outstanding at December 31, 2021 $ 7 — — — $ 7 Additional paid-in capital 413,646 — — (331) 413,315 Accumulated other comprehensive loss (3,331) (46) — (86) (3,463) Accumulated deficit (138,179) (3,383) (1,257) 482 (142,337) Total stockholders’ equity 272,143 (3,429) (1,257) 65 267,522 Total liabilities and stockholders’ equity $ 759,602 $ — $ — $ 735 $ 760,337 __________________ * Certain reclassifications have been made to the 2021 consolidated balance sheet to conform to the 2022 presentation for leases. KORE Group Holdings, Inc. and Subsidiaries Consolidated Statements of Operations (In thousands USD, except share and per share amounts) December 31, 2021 As previously reported Income tax adjustments Indirect tax adjustments Other Adjustments As Revised Revenue Services $ 187,962 $ — $ — $ 218 $ 188,180 Products 60,255 — — — 60,255 Total revenue 248,217 — — 218 248,435 Cost of revenue Cost of services 69,867 — — (482) 69,385 Cost of products 52,357 — — (382) 51,975 Total cost of revenue (exclusive of depreciation and amortization shown separately below) 122,224 — — (864) 121,360 Operating expenses — Selling, general and administrative 91,733 — 457 113 92,303 Depreciation and amortization 50,414 — — (83) 50,331 Total operating expenses 142,147 — 457 30 142,634 Operating loss (16,154) — (457) 1,052 (15,559) Interest expense, including amortization of deferred financing costs, net 23,260 — — — 23,260 Change in fair value of warrant liability (5,267) — — — (5,267) Loss before income taxes (34,147) — (457) 1,052 (33,552) Income tax expense (benefit) (9,694) 732 — 186 (8,776) Net loss $ (24,453) $ (732) $ (457) $ 866 $ (24,776) Loss per share: Basic $ (1.03) $ (0.02) $ (0.01) $ 0.02 $ (1.04) Diluted $ (1.03) $ (0.02) $ (0.01) $ 0.02 $ (1.04) Weighted average shares outstanding (in Number): Basic 41,933,050 — — — 41,933,050 Diluted 41,933,050 — — — 41,933,050 KORE Group Holdings, Inc. and Subsidiaries Consolidated Statements of Comprehensive Loss (In thousands USD) December 31, 2021 As previously reported Income tax adjustments Indirect tax adjustments Other Adjustments As Revised Net loss $ (24,453) $ (732) $ (457) $ 866 $ (24,776) Other comprehensive income (loss): Foreign currency translation adjustment (1,654) 53 — (300) (1,901) Comprehensive loss $ (26,107) $ (679) $ (457) $ 566 $ (26,677) KORE Group Holdings, Inc. and Subsidiaries Consolidated Statements of Temporary Equity and Stockholders’ Equity (In thousands, USD, except share amounts) Series A Preferred Series A-1 Series B Preferred Series C Convertible Total Temporary Equity Common Stock Additional paid-in capital Accumulated Accumulated Total Temporary Equity Shares Amount Shares Amount Shares Amount Shares Amount Amount Shares Amount Amount Amount Amount Amount As Reported Balance at December 31, 2020 7,756,158 $ 77,562 7,862,107 $ 78,621 9,090,975 $ 90,910 2,566,186 $ 16,802 $ 263,895 30,281,520 $ 3 $ 135,616 $ (1,677) $ (113,726) $ 20,216 Derecognition of shares — — — — — — (45,818) (300) (300) — — — — — — Accrued dividends payable 765,609 7,656 824,076 8,241 692,543 6,925 — — 22,822 — — (22,822) — — (22,822) Foreign currency translation adjustment — — — — — — — — — — — — (1,654) — (1,654) Share-based compensation — — — — — — — — — 200,426 — (1,856) — — (1,856) Distributions to and conversions of preferred stock (8,521,767) (85,218) (8,686,183) (86,862) (9,783,518) (97,835) (2,520,368) (16,502) (286,417) 7,120,368 1 56,502 — — 56,503 CTAC shares recapitalized, net of equity issuance costs of $15,943 — — — — — — — — — 10,373,491 1 6,428 — — 6,429 Conversion of KORE warrants — — — — — — — — — 1,365,612 — 10,663 — — 10,663 Private offering and merger financing, net of equity issuance costs of $8123 — — — — — — — — — 22,686,326 2 216,875 — — 216,877 Equity portion of convertible debt, net of deferred financing costs of $384, net of sponsor shares of $683, net of deferred tax liability of $3,999 — — — — — — — — — — — 12,240 — — 12,240 Net loss — — — — — — — — — — — — — (24,453) (24,453) Balance at December 31, 2021 — $ — — $ — — $ — — $ — $ — 72,027,743 $ 7 $ 413,646 $ (3,331) $ (138,179) $ 272,143 Adjustments Balance, December 31, 2020 — — — — — — (45,818) (300) (300) — — — 115 (3,835) (3,720) Derecognition of shares — — — — — — 45,818 300 300 — — — — — — Foreign currency translation adjustment — — — — — — — — — — — — (247) — (247) Private offering and merger financing — — — — — — — — — — — (331) — — (331) Net loss — — — — — — — — — — — — — (323) (323) Total Adjustments — — — — — — — — — — — $ (331) $ (132) $ (4,158) $ (4,621) As Revised Balance at December 31, 2020 7,756,158 77,562 7,862,107 78,621 9,090,975 90,910 2,520,368 16,502 263,595 30,281,520 3 135,616 (1,562) (117,561) 16,496 Derecognition of shares — — — — — — — — — — — — — — — Accrued dividends payable 765,609 7,656 824,076 8,241 692,543 6,925 — — 22,822 — — (22,822) — — (22,822) Foreign currency translation adjustment — — — — — — — — — — — — (1,901) — (1,901) Share-based compensation — — — — — — — — — 200,426 — (1,856) — — (1,856) Distributions to and conversions of preferred stock (8,521,767) (85,218) (8,686,183) (86,862) (9,783,518) (97,835) (2,520,368) (16,502) (286,417) 7,120,368 1 56,502 — — 56,503 CTAC shares recapitalized, net of equity issuance costs of $15,943 — — — — — — — — — 10,373,491 1 6,428 — — 6,429 Conversion of KORE warrants — — — — — — — — — 1,365,612 — 10,663 — — 10,663 Private offering and merger financing, net of equity issuance costs of $8123 — — — — — — — — — 22,686,326 2 216,544 — — 216,546 Equity portion of convertible debt, net of deferred financing costs of $384, net of sponsor shares of $683, net of deferred tax liability of $3,999 — — — — — — — — — — — 12,240 — — 12,240 Net loss — — — — — — — — — — — — — (24,776) (24,776) Balance at December 31, 2021 — $ — — $ — — $ — — $ — $ — 72,027,743 $ 7 $ 413,315 $ (3,463) $ (142,337) $ 267,522 KORE Group Holdings, Inc. and Subsidiaries Consolidated Statements of Cash Flows (In thousands USD) December 31, 2021 As previously reported Income tax adjustments Indirect tax adjustments Other adjustments As Revised Cash flows from operating activities Net loss $ (24,453) $ (732) $ (457) $ 866 $ (24,776) Adjustments to reconcile net loss to net cash (used in) provided by operating activities Depreciation and amortization 50,414 — — (83) 50,331 Amortization of deferred financing costs 2,097 — — — 2,097 Amortization of discount on Backstop Notes 424 — — — 424 Deferred income taxes (9,871) 323 (143) (9,691) Non-cash foreign currency loss 344 — — — 344 Share-based compensation 4,564 — — — 4,564 Provision for doubtful accounts 322 — — — 322 Change in fair value of warrant liability (5,267) — — — (5,267) Change in operating assets and liabilities, net of operating assets and liabilities acquired: Accounts receivable (11,884) — — (218) (12,102) Inventories (9,875) — — — (9,875) Prepaid expenses and other receivables (1,700) — — 456 (1,244) Accounts payable and accrued liabilities (8,371) 409 457 (914) (8,419) Deferred revenue (805) — — — (805) Income taxes payable (697) — — 36 (661) Cash used in operating activities $ (14,758) $ — $ — $ — $ (14,758) Cash flows used in investing activities Additions to intangible assets (9,247) — — — (9,247) Additions to property and equipment (4,172) (4,172) Net cash (used) in investing activities $ (13,419) $ — $ — $ — $ (13,419) Cash flows from financing activities Proceeds from revolving credit facility 25,000 — — — 25,000 Repayment on revolving credit facility (25,000) — — — (25,000) Repayment of term loan (3,161) — — — (3,161) Repayment of other borrowings - notes payable (173) — — — (173) Proceeds from convertible debt 104,167 — — — 104,167 Proceeds from equity portion of convertible debt, net of issuance costs 15,697 — — — 15,697 Payment of deferred financing costs (1,579) — — — (1,579) Repayment of related party note (1,538) — — — (1,538) December 31, 2021 As previously reported Income tax adjustments Indirect tax adjustments Other adjustments As Revised Proceeds from CTAC and PIPE financing, net of issuance costs 223,688 — — — 223,688 Settlements of preferred shares (229,915) — — — (229,915) Payment of capital lease obligations (828) — — — (828) Payment of stock option share employee withholding taxes (2,305) — — — (2,305) Cash provided by/(used in) financing activities $ 104,053 $ — $ — $ — $ 104,053 Effect of Exchange Rate Change on Cash (226) — — — (226) Change in Cash and Restricted Cash 75,650 — — — 75,650 Cash and Restricted Cash, beginning of period 10,693 — — — 10,693 Cash and Restricted Cash, end of period $ 86,343 $ — $ — $ — $ 86,343 Non-cash investing and financing activities: Equity financing fees accrued $ 3,602 $ — $ — $ — $ 3,602 Common shares issued to preferred shareholders 56,502 — — — 56,502 Equity financing fees settled in common shares 1,863 — — — 1,863 Common shares issued to warrant holders 10,663 — — — 10,663 Common shares issued to option holders pursuant to the Cancellation Agreements 1,072 — — — 1,072 Sponsor shares distributed to lender under Backstop Agreement 683 — — — 683 Supplemental cash flow information: Interest paid $ 19,874 $ — $ — $ — $ 19,874 Taxes paid (net of refunds) 957 — — — 957 KORE Group Holdings, Inc. and Subsidiaries Condensed Consolidated Statements of Temporary Equity and Stockholders’ Equity (In thousands, USD, except share amounts) (unaudited) Series A Preferred Stock Series A-1 Preferred Stock Series B Preferred Stock Series C Convertible Preferred Stock Total Temporary Equity Common Stock Additional paid-in capital Accumulated Other Comprehensive Income (Loss) Accumulated Deficit Total Stockholders’ Equity Temporary Equity Shares Amount Shares Amount Shares Amount Shares Amount Amount Shares Amount Amount Amount Amount Amount As Reported Balance at December 31, 2020 (as previously reported) 7,756,158 $ 77,562 7,862,107 $ 78,621 9,090,975 $ 90,910 2,566,186 $ 16,802 $ 263,895 30,281,520 $ 3 $ 135,616 $ (1,677) $ (113,726) $ 20,216 Accrued dividends payable 248,622 2,486 266,558 2,666 224,161 2,241 — — 7,393 — — (7,393) — — (7,393) Foreign currency translation adjustment — — — — — — — — — — — — (900) — (900) Stock-based compensation — — — — — — — — — — — 315 — — 315 Net loss — — — — — — — — — — — — — (1,081) (1,081) Balance at March 31, 2021 8,004,780 80,048 8,128,665 81,287 9,315,136 93,151 2,566,186 16,802 271,288 30,281,520 3 128,538 (2,577) (114,807) 11,157 Adjustments Balance, December 31, 2020 — — — — — — (45,818) (300) (300) — — — 115 (3,835) (3,720) March 31, 2021 — — — — — — Foreign currency translation adjustment — — — — — — — — — — — — 4 — 4 Net loss — — — — — — — — — — — — — (918) (918) Total Adjustments - March 31, 2021 — — — — — — (45,818) (300) (300) — — — 119 (4,753) (4,634) As Revised Balance at December 31, 2020 7,756,158 77,562 7,862,107 78,621 9,090,975 90,910 2,520,368 16,502 263,595 30,281,520 3 135,616 (1,562) (117,561) 16,496 Accrued dividends payable 248,622 2,486 266,558 2,666 224,161 2,241 — — 7,393 — — (7,393) — — (7,393) Foreign currency translation adjustment — — — — — — — — — — — — (896) — (896) Stock-based compensation — — — — — — — — — — — 315 — — 315 Net loss — — — — — — — — — — — — — (1,999) (1,999) Balance at March 31, 2021 8,004,780 $ 80,048 8,128,665 $ 81,287 9,315,136 $ 93,151 2,520,368 $ 16,502 $ 270,988 30,281,520 $ 3 $ 128,538 $ (2,458) $ (119,560) $ 6,523 KORE Group Holdings, Inc. and Subsidiaries Condensed Consolidated Statements of Cash Flows (In thousands USD) (unaudited) For the three months ended March 31, 2021 As previously reported Income tax adjustments Indirect tax adjustments Other adjustments Revised Cash flows from operating activities Net loss $ (1,081) $ (238) $ (114) $ (566) $ (1,999) Adjustments to reconcile net loss to net cash used in operating activities Depreciation and amortization 13,114 — — (21) 13,093 Amortization of deferred financing costs 524 — — — 524 Deferred income taxes (1,366) 238 — (259) (1,387) Non-cash foreign currency loss (70) — — — (70) Share-based compensation 315 — — — 315 Provision for doubtful accounts (18) — — — (18) Change in fair value of warrant liability (2,424) — — — (2,424) Change in operating assets and liabilities, net of operating assets and liabilities acquired: Accounts receivable (1,855) — — (55) (1,910) Inventories (878) — — — (878) Prepaid expenses and other receivables (5,375) — — 1,274 (4,101) Accounts payable and accrued liabilities (13,311) — 114 (365) (13,562) Deferred revenue (81) — — — (81) Income taxes payable 186 — — (8) 178 Net cash used in operating activities $ (12,320) $ — $ — $ — $ (12,320) Net cash used in investing activities $ (3,091) $ — $ — $ — $ (3,091) Net cash provided financing activities $ 18,291 $ — $ — $ — $ 18,291 Effect of Exchange Rate Change on Cash and Restricted Cash (67) — — — (67) Change in Cash and Restricted Cash 2,813 — — — 2,813 Cash and Restricted Cash, beginning of period 10,693 — — — 10,693 Cash and Restricted Cash, end of period $ 13,506 $ — $ — $ — $ 13,506 KORE Group Holdings, Inc. and Subsidiaries Condensed Consolidated Statements of Stockholders’ Equity (In thousands, USD, except share amounts) (unaudited) Series A Preferred Stock Series A-1 Preferred Stock Series B Preferred Stock Series C Convertible Preferred Stock Total Temporary Equity Common Stock Additional paid-in capital Accumulated Other Comprehensive Income (Loss) Accumulated Deficit Total Stockholders’ Equity Temporary Equity Shares Amount Shares Amount Shares Amount Shares Amount Amount Shares Amount Amount Amount Amount Amount As Reported Balance at December 31, 2020 7,756,158 $ 77,562 7,862,107 $ 78,621 9,090,975 $ 90,910 2,566,186 $ 16,802 $ 263,895 30,281,520 $ 3 $ 135,616 $ (1,677) $ (113,726) $ 20,216 Accrued dividends payable 248,622 2,486 266,558 2,666 224,161 2,241 — — 7,393 — — (7,393) — — (7,393) Foreign currency translation adjustment — — — — — — — — — — — — (900) — (900) Stock-based compensation — — — — — — — — — — — 315 — — 315 Net loss — — — — — — — — — — — — — (1,081) (1,081) Balance at March 31, 2021 8,004,780 80,048 8,128,665 81,287 9,315,136 93,151 2,566,186 16,802 271,288 30,281,520 3 128,538 (2,577) (114,807) 11,157 Derecognition of shares — — — — — — (45,818) (300) (300) — — — — — — Accrued dividends payable 251,385 2,514 269,520 2,695 232,240 2,323 — — 7,532 — — (7,532) — — (7,532) Foreign currency translation adjustment — — — — — — — — — — — — 743 — 743 Stock-based compensation — — — — — — — — — — — 315 — — 315 Net loss — — — — — — — — — — — — — (6,885) (6,885) Balance at June 30, 2021 8,256,165 82,562 8,398,185 83,982 9,547,376 95,474 2,520,368 16,502 278,520 30,281,520 3 121,321 (1,834) (121,692) (2,202) Adjustments Balance, December 31, 2020 — — — — — — (45,818) (300) (300) — — — 115 (3,835) (3,720) March 31, 2021 — — — — — — Foreign currency translation adjustment — — — — — — — — — — — — 4 — 4 Net loss — — — — — — — — — — — — — (918) (918) Total Adjustments - March 31, 2021 — — — — — — (45,818) (300) (300) — — — 119 (4,753) (4,634) June 30, 2021 — — — — — — Derecognition of shares — — — — — — 45,818 300 300 — — — — — — Foreign currency translation adjustment — — — — — — — — — — — — (325) — (325) Net loss — — — — — — — — — — — — — 683 683 Total Adjustments - June 30, 2021 — — — — — — — — — — — — (206) (4,070) (4,276) As Revised Balance at December 31, 2020 7,756,158 77,562 7,862,107 78,621 9,090,975 90,910 2,520,368 16,502 263,595 30,281,520 3 135,616 (1,562) (117,561) 16,496 Accrued dividends payable 248,622 2,486 266,558 2,666 224,161 2,241 — — 7,393 — — (7,393) — — (7,393) Foreign currency translation adjustment — — — — — — — — — — — — (896) — (896) Stock-based compensation — — — — — — — — — — — 315 — — 315 Net loss — — — — — — — — — — — — — (1,999) (1,999) Balance at March 31, 2021 8,004,780 80,048 8,128,665 81,287 9,315,136 93,151 2,520,368 16,502 270,988 30,281,520 3 128,538 (2,458) (119,560) 6,523 Accrued dividends payable 251,385 2,514 269,520 2,695 232,240 2,323 — — 7,532 — — (7,532) — — (7,532) Foreign currency translation adjustment — — — — — — — — — — — — 418 — 418 Stock-based compensation — — — — — — — — — — — 315 — — 315 Net loss — — — — — — — — — — — — — (6,202) (6,202) Balance at June 30, 2021 8,256,165 $ 82,562 8,398,185 $ 83,982 9,547,376 $ 95,474 2,520,368 $ 16,502 $ 278,520 30,281,520 $ 3 $ 121,321 $ (2,040) $ (125,762) $ (6,478) KORE Group Holdings, Inc. and Subsidiaries Condensed Consolidated Statements of Cash Flows (In thousands USD) (unaudited) For the six months ended June 30, 2021 As previously reported Income tax adjustments Indirect tax adjustments Other adjustments Revised Cash flows from operating activities Net loss $ (7,966) $ (403) $ (228) $ 396 $ (8,201) Adjustments to reconcile net loss to net cash used in operating activities Depreciation and amortization 25,507 — — (42) 25,465 Amortization of deferred financing costs 1,047 — — — 1,047 Deferred income taxes (4,308) 237 — 694 (3,377) Non-cash foreign currency loss 77 — — — 77 Share-based compensation 630 — — — 630 Provision for doubtful accounts 11 — — — 11 Change in fair value of warrant liability (2,383) — — — (2,383) Change in operating assets and liabilities, net of operating assets and liabilities acquired: Accounts receivable (7,049) — — (109) (7,158) Inventories (4,089) — — — (4,089) Prepaid expenses and other receivables (9,016) — — (109) (9,125) Accounts payable and accrued liabilities (6,103) 166 228 (563) (6,272) Deferred revenue (671) — — — (671) Income taxes payable (32) — — (267) (299) Net cash used in operating activities $ (14,345) $ — $ — $ — $ (14,345) Net cash used in investing activities $ (5,973) $ — $ — $ — $ (5,973) Net cash provided by financing activities $ 18,375 $ — $ 18,375 Effect of exchange rate change on cash and restricted cash (82) — — — (82) Change in cash and restricted cash (2,025) — — — (2,025) Cash and restricted cash, beginning of period 10,693 — — — 10,693 Cash and restricted cash, end of period $ 8,668 $ — $ — $ — $ 8,668 KORE Group Holdings, Inc. and Subsidiaries Consolidated Statements of Stockholders’ Equity (Unaudited) (In thousands, USD) Series A Preferred Stock Series A-1 Preferred Stock Series B Preferred Stock Series C Convertible Preferred Stock Total Temporary Equity Common Stock Additional paid-in capital Accumulated Other Comprehensive Income (Loss) Accumulated Accumulated Total Stockholders’ Equity Temporary Equity Shares Amount Shares Amount Shares Amount Shares Amount Amount Shares Amount Amount Amount Amount Amount As Reported Balance at December 31, 2020 7,756,158 $ 77,562 7,862,107 $ 78,621 9,090,975 $ 90,910 2,566,186 $ 16,802 $ 263,895 30,281,520 $ 3 $ 135,616 $ (1,677) $ (113,726) $ 20,216 Accrued dividends payable 248,622 2,486 266,558 2,666 224,161 2,241 — — 7,393 — — (7,393) — — (7,393) Foreign currency translation adjustment — — — — — — — — — — — — (900) — (900) Stock-based compensation — — — — — — — — — — — 315 — — 315 Net loss — — — — — — — — — — — — — (1,081) (1,081) Balance at March 31, 2021 8,004,780 80,048 8,128,665 81,287 9,315,136 93,151 2,566,186 16,802 271,288 30,281,520 3 128,538 (2,577) (114,807) 11,157 Derecognition of shares — — — — — — (45,818) (300) (300) — — — — — — Accrued dividends payable 251,385 2,514 269,520 2,695 232,240 2,323 — — 7,532 — — (7,532) — — (7,532) Foreign currency translation adjustment — — — — — — — — — — — — 743 — 743 Stock-based compensation — — — — — — — — — — — 315 — — 315 Net loss — — — — — — — — — — — — — (6,885) (6,885) Balance at June 30, 2021 8,256,165 82,562 8,398,185 83,982 9,547,376 95,474 2,520,368 16,502 278,520 30,281,520 3 121,321 (1,834) (121,692) (2,202) Accrued dividends payable 265,602 2,656 287,998 2,880 236,142 2,361 — — 7,897 — — (7,897) — — (7,897) Foreign currency translation adjustment — — — — — — — — — — — — (1,322) — (1,322) Stock-based compensation — — — — — — — — — — — (3,519) — — (3,519) Distributions to and conversions of preferred stock (8,521,767) (85,218) (8,686,183) (86,862) (9,783,518) (97,835) (2,520,368) (16,502) (286,417) 7,120,368 1 56,502 — — 56,503 CTAC shares recapitalized, net of equity issuance costs of $15,912 — — — — — — — — — 10,373,491 1 6,456 — — 6,457 Conversion of KORE warrants — — — — — — — — — 1,365,612 10,663 — — 10,663 Private offering and merger financing, net of equity issuance costs of $7,718 — — — — — — — — — 22,686,326 2 217,280 — — 217,282 Equity portion of convertible debt, net of issuance costs of $224 — — — — — — — — — — — 12,510 — — 12,510 Net loss — — — — — — — — — — — — — (4,508) (4,508) Balance at September 30, 2021 — — — — — — — — — 71,827,317 7 413,316 (3,156) (126,200) 283,967 Adjustments Series A Preferred Stock Series A-1 Preferred Stock Series B Preferred Stock Series C Convertible Preferred Stock Total Temporary Equity Common Stock Additional paid-in capital Accumulated Other Comprehensive Income (Loss) Accumulated Accumulated Total Stockholders’ Equity Temporary Equity Balance, December 31, 2020 — — — — — — (45,818) (300) (300) — — — 115 (3,835) (3,720) March 31, 2021 Foreign currency translation adjustment — — — — — — — — — — — — 4 — 4 Net loss — — — — — — — — — — — — — (918) (918) Total Adjustments - March 31, 2021 — — — — — — (45,818) (300) (300) — — — 119 (4,753) (4,634) June 30, 2021 Derecognition of shares — — — — — — 45,818 300 300 — — — — — — Foreign currency translation adjustment — — — — — — — — — — — — (325) — (325) Net loss — — — — — — — — — — — — — 683 683 Total Adjustments - June 30, 2021 — — — — — — — — — — — — (206) (4,070) (4,276) September 30, 2021 Foreign currency translation adjustment — — — — — — — — — — — — 67 — 67 Private offering and merger financing — — — — — — — — — — — (331) — — (331) Net loss — — — — — — — — — — — — — 135 135 Total Adjustments - September 30, 2021 — — — — — — — — — — — (331) (139) (3,935) (4,405) As Revised Balance at December 31, 2020 7,756,158 77,562 7,862,107 78,621 9,090,975 90,910 2,520,368 16,502 263,595 30,281,520 3 135,616 (1,562) (117,561) 16,496 Accrued dividends payable 248,622 2,486 266,558 2,666 224,161 2,241 — — 7,393 — — (7,393) — — (7,393) Foreign currency translation adjustment — — — — — — — — — — — — (896) — (896) Stock-based compensation — — — — — — — — — — — 315 — — 315 Net loss — — — — — — — — — — — — — (1,999) (1,999) Balance at March 31, 2021 8,004,780 80,048 8,128,665 81,287 9,315,136 93,151 2,520,368 16,502 270,988 30,281,520 3 128,538 (2,458) (119,560) 6,523 Accrued dividends payable 251,385 2,514 269,520 2,695 232,240 2,323 — — 7,532 — — (7,532) — — (7,532) Foreign currency translation adjustment — — — — — — — — — — — — 418 — 418 Stock-based compensation — — — — — — — — — — — 315 — — 315 Series A Preferred Stock Series A-1 Preferred Stock Series B Preferred Stock Series C Convertible Preferred Stock Total Temporary Equity Common Stock Additional paid-in capital Accumulated Other Comprehensive Income (Loss) Accumulated Accumulated Total Stockholders’ Equity Temporary Equity Net loss — — — — — — — — — — — — — (6,202) (6,202) Balance at June 30, 2021 8,256,165 82,562 8,398,185 83,982 9,547,376 95,474 2,520,368 16,502 278,520 30,281,520 3 121,321 (2,040) (125,762) (6,478) Accrued dividends payable 265,602 2,656 287,998 2,880 236,142 2,361 — — 7,897 — — (7,897) — — (7,897) Foreign currency translation adjustment — — — — — — — — — — — — (1,255) — (1,255) Stock-based compensation — — — — — — — — — — — (3,519) — — (3,519) Distributions to and conversions of preferred stock (8,521,767) (85,218) (8,686,183) (86,862) (9,783,518) (97,835) (2,520,368) (16,502) (286,417) 7,120,368 1 56,502 — — 56,503 CTAC shares recapitalized, net of equity issuance costs of $15,912 — — — — — — — — — 10,373,491 1 6,456 — — 6,457 Conversion of KORE warrants — — — — — — — — — 1,365,612 — 10,663 — — 10,663 Private offering and merger financing, net of equity issuance costs of $7,718 — — — — — — — — — 22,686,326 2 216,949 — — 216,951 Equity portion of convertible debt, net of issuance costs of $224 — — — — — — — — — — — 12,510 — — 12,510 Net loss — — — — — — — — — — — — — (4,373) (4,373) Balance at September 30, 2021 — — — — — — — — — 71,827,317 $ 7 $ 412,985 $ (3,295) $ (130,135) $ 279,562 KORE Group Holdings, Inc. and Subsidiaries Consolidated Statements of Cash Flows (Unaudited) (In thousands USD) For nine months ended September 30, 2021 As previously reported Income tax adjustments Indirect tax adjustments Other adjustments Revised Cash flows from operating activities Net loss $ (12,474) $ (702) $ (342) $ 944 $ (12,574) Adjustments to reconcile net loss to net cash provided by (used in) operating activities Depreciation and amortization 37,947 — — (63) 37,884 Amortization of deferred financing costs 1,569 — — — 1,569 Deferred income taxes (8,197) 293 — 463 (7,441) Non-cash foreign currency loss (gain) (163) — — — (163) Stock-based compensation 4,564 — — — 4,564 Provision for doubtful accounts 117 — — — 117 Change in fair value of warrant liability (5,281) — — — (5,281) Change in operating assets and liabilities, net of operating assets and liabilities acquired: Accounts receivable (12,792) — — (164) (12,956) Inventories (6,461) — — — (6,461) Prepaid expenses and other current assets (5,054) — — (51) (5,105) Accounts payable and accrued liabilities (2,366) 409 342 (749) (2,364) Deferred revenue (911) — — — (911) Income taxes payable 63 — — (380) (317) Net cash used in operating activities $ (9,439) $ — $ — $ — $ (9,439) Net cash used in investing activities $ (9,782) $ — $ — $ — $ (9,782) Net cash provided by financing activities $ 81,772 $ — $ — $ — $ 81,772 Effect of exchange rate change on cash (188) (188) Change in cash and restricted cash 62,363 — — — 62,363 Cash and restricted cash, beginning of period $ 10,693 — — — $ 10,693 Cash and restricted cash, end of period $ 73,056 $ — $ — $ — $ 73,056 |
REVENUE RECOGNITION (Tables)
REVENUE RECOGNITION (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
Revenue from Contract with Customer [Abstract] | ||
Summary of Disaggregation Revenue | 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: Three Months Ended (In thousands, USD) March 31, 2023 2022 IoT Connectivity* $ 43,244 $ 43,053 Hardware Sales 16,444 19,012 Hardware Sales—bill-and-hold 2,197 2,422 Deployment services, professional services, referral services and other 4,090 4,491 Total $ 65,975 $ 68,978 __________________ | The Company views the following disaggregated disclosures as useful to understand the composition of revenue recognized during the respective reporting periods: Years Ended (In thousands, USD) December 31, 2022 December 31, 2021 IoT Connectivity* $ 173,162 $ 164,610 Hardware Sales 69,091 54,898 Hardware Sales - bill-and-hold 10,736 5,357 Deployment services, professional services, referral services, and other 15,458 23,570 Total $ 268,447 $ 248,435 __________________ * Includes connectivity-related revenues from IoT Connectivity and IoT Solutions |
REVERSE RECAPITALIZATION (Table
REVERSE RECAPITALIZATION (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Reverse Recapitalization [Abstract] | |
Schedule of Shares Issued Following Business Combination | The number of shares of Class A common stock issued immediately following the consummation of the Business Combination were: Shares Percentage Pre-combination KORE shareholders 38,767,500 54.0 % Public stockholders 10,356,593 14.4 % Private offering and merger financing 22,686,326 31.6 % Total 71,810,419 100.0 % |
ACQUISITIONS (Tables)_2
ACQUISITIONS (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
Business Combination and Asset Acquisition [Abstract] | ||
Schedule of Allocation of Consideration Transferred for Acquired Companies | 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. (In thousands, USD) Fair Value Cash, (net of closing cash of $1,995) and working capital adjustments $ 46,002 Fair value of KORE common stock issued to sellers (4,212,246 shares) 23,295 Total consideration $ 69,297 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 2,638 Liabilities assumed 10,029 Net identifiable assets acquired 24,438 Goodwill (excess of consideration transferred over net identifiable assets acquired) $ 44,859 | The following table summarizes the allocation of the consideration transferred for BMP, including the identified assets acquired and liabilities assumed as of the acquisition date. (In thousands, USD, except share amounts) Fair Value Cash, (net of closing cash of $1,995) and working capital adjustments $ 46,002 Fair value of KORE Common Stock issued to sellers (4,212,246 shares) 23,295 Total consideration $ 69,297 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 2,638 Liabilities assumed 10,029 Net identifiable assets acquired 24,438 Goodwill (excess of consideration transferred over net identifiable assets acquired) $ 44,859 |
Schedule of Unaudited Pro Forma Information | Had the acquisition of BMP been completed on January 1, 2021, net revenue and loss would have been: Years Ended (In thousands, USD) December 31, 2022 December 31, Net Revenue $ 274,179 $ 278,601 Net Loss 104,483 22,415 |
CONSOLIDATED FINANCIAL STATEM_2
CONSOLIDATED FINANCIAL STATEMENT DETAILS (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Balance Sheet Related Disclosures [Abstract] | |
Schedule of Accounts Receivable | Accounts Receivable Years Ended (In thousands, USD) December 31, 2022 December 31, Accounts receivable $ 46,067 $ 53,415 Allowance for doubtful accounts (559) (532) Allowance for credit provisions* (970) (1,268) Accounts receivable, net $ 44,538 $ 51,615 ___________________ * Overage/usage charges are evaluated on a monthly basis, and any overage/usage charges determined by management as unlikely to be collected due to a customer disputing the charge or due to a concession are reserved. Reserved items are written off when deemed uncollectible or recognized as revenue if collected. |
Summary of Prepaid Expenses and Other Current Assets | The Company’s prepaid expenses and other current assets consist of the following: Years Ended (In thousands, USD) December 31, December 31, Prepaid expenses 8,362 6,333 Other current assets 5,122 1,030 Total Prepaid expenses and other current assets $ 13,484 $ 7,363 |
Schedule of Property and Equipment | Major classes of property and equipment consist of the following: Years Ended (In thousands, USD) December 31, December 31, Computer hardware $ 17,684 $ 15,747 Computer software 9,547 9,023 Furniture and fixtures 2,550 2,242 Networking equipment 7,715 8,089 Leasehold improvements 3,017 2,793 Total property and equipment 40,513 37,894 Less: accumulated depreciation (28,614) (25,654) Property and equipment (net) $ 11,899 $ 12,240 |
Schedule of Accrued Liabilities | The Company’s accrued liabilities consist of the following: Years Ended (In thousands, USD) December 31, December 31, Accrued payroll and related $ 4,804 $ 13,103 Accrued cost of revenue 4,091 1,886 Accrued other expenses 3,970 5,552 Sales and other taxes payable 2,813 1,621 Finance Lease Obligation 115 191 Total accrued liabilities $ 15,793 $ 22,353 |
RIGHT-OF USE ASSETS AND LEASE_2
RIGHT-OF USE ASSETS AND LEASE LIABILITIES (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Lessee Disclosure [Abstract] | |
Schedule of Lease Costs | Operating and finance lease cost for the year ended December 31, 2022 were as follows: (In thousands, USD) Classification in Statement of operations December 31, 2022 Operating lease cost Selling, general and administrative $ 3,531 Finance lease cost Amortization of leased assets Depreciation and amortization $ 350 Interest on lease liabilities Interest expense 17 Total finance lease cost $ 367 The weighted-average remaining lease term and the weighted-average discount rate of our leases were as follows: December 31, 2022 Weighted average remaining lease term (in years) Operating leases 7.71 years Finance leases 2.05 years Weighted average discount rate: Operating leases 7.6 % Finance leases 5.5 % |
Schedule of Finance Lease Supplemental Balance Sheet Disclosures | Supplemental disclosure for the balance sheet related to finance leases were as follows: (In thousands, USD) December 31, 2022 Assets Finance lease right-of-use assets included in property and equipment, net $ 250 Liabilities Current portion of finance lease liabilities included in accrued liabilities $ 115 Non-current portion of finance lease liabilities included in other long-term liabilities 135 Total finance lease liabilities $ 250 |
Schedule of Future Minimum Payments Under Operating Leases | The future minimum lease payments under operating and finance leases at December 31, 2022 for the next five years are as follows: Operating Finance (In thousands, USD) Amount Amount 2023 $ 2,532 $ 128 2024 1,877 113 2025 1,662 24 2026 1,370 — 2027 1,385 — Thereafter 6,220 — Total minimum lease payments 15,046 265 Interest expense (3,960) (15) Total 11,086 250 |
Schedule of Future Minimum Payments Under Finance Leases | The future minimum lease payments under operating and finance leases at December 31, 2022 for the next five years are as follows: Operating Finance (In thousands, USD) Amount Amount 2023 $ 2,532 $ 128 2024 1,877 113 2025 1,662 24 2026 1,370 — 2027 1,385 — Thereafter 6,220 — Total minimum lease payments 15,046 265 Interest expense (3,960) (15) Total 11,086 250 |
GOODWILL AND INTANGIBLE ASSETS
GOODWILL AND INTANGIBLE ASSETS (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Goodwill Balance | The Company’s goodwill balance consists of the following: (In thousands, USD) Amount December 31, 2020 $ 384,202 Currency translation (787) December 31, 2021 $ 383,415 Acquisition 44,859 Impairment (58,074) Currency translation (494) December 31, 2022 $ 369,706 |
Summary of Other Intangible Assets | The Company’s other intangible assets consist of the following: (In thousands, USD) Carrying Gross Accumulated Net Carrying Value Customer relationships $ 327,317 $ (197,483) $ 129,834 Technology 46,978 (42,348) 4,630 Carrier contracts 70,210 (47,483) 22,727 Trademarks 16,214 (11,060) 5,154 Internally developed computer software 72,063 (41,904) 30,159 Total as of December 31, 2022 $ 532,782 $ (340,278) $ 192,504 (In thousands, USD) Carrying Gross Accumulated Net Carrying Value Customer relationships $ 305,648 $ (168,519) $ 137,129 Technology 45,983 (37,529) 8,454 Carrier contracts 65,700 (40,488) 25,212 Trademarks 15,733 (9,221) 6,512 Internally developed computer software 59,906 (34,663) 25,243 Total as of December 31, 2021 $ 492,970 $ (290,420) $ 202,550 |
Summary of Weighted Average Remaining Useful Lives per Intangible Asset Category | The following table shows the weighted average remaining useful lives per intangible asset category as of December 31, 2022. Years Customer relationships 5.0 Technology 2.6 Carrier contracts 3.6 Trademarks 4.3 Internally developed computer software 4.2 |
Summary of Estimated Amortization Expense | The following table shows the estimated amortization expense for the next five years and thereafter as of December 31, 2022. (In thousands, USD) Amount 2023 $ 49,657 2024 45,932 2025 43,206 2026 28,607 2027 9,645 Thereafter 15,457 Total $ 192,504 |
LONG-TERM DEBT AND OTHER BORR_2
LONG-TERM DEBT AND OTHER BORROWINGS, NET (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Debt Disclosure [Abstract] | |
Schedule of Long-term Debt | The Company carries its long term debt based on amortized cost using the effective interest rate meth od. The following is a summary of long-term debt: (In thousands, USD) December 31, December 31, Term Loan – UBS $ 302,654 $ 305,807 Notes under the Backstop Agreement 120,000 120,000 Other Borrowings 2,754 173 Total 425,408 425,980 Less—current portion (5,345) (3,326) Less—equity component, net of accumulated amortization — (15,517) Less—debt issuance cost, net of accumulated amortization of $8.5 million and $6.1 million, respectively (6,153) (8,022) Total Long-term debt and other borrowings 413,910 399,115 |
Schedule of Maturities of Long-term Debt | The following is the summary of future principal repayments on long-term debt: (In thousands, USD) Amount 2023 $ 5,345 2024 300,063 2025 — 2026 — 2027 — Thereafter 120,000 Total $ 425,408 |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Summary of Income (Loss) Before Provision (Benefit) | Income (loss) before provision (benefit) for income taxes from operations for the years ended December 31, 2022, and 2021, consisted of the following: Years Ended (In thousands, USD) December 31, 2022 December 31, 2021 United States $ (92,021) $ (12,184) Foreign (24,596) (21,368) Total loss before income taxes $ (116,617) $ (33,552) |
Summary of Components of the Provision for Income Taxes | The components of the provision (benefit) for income taxes from operations consisted of the following: Years Ended (In thousands, USD) December 31, 2022 December 31, 2021 Current: Federal $ 4,309 $ 782 State 905 442 Foreign 558 (309) Total current provision 5,772 915 Deferred: Federal (9,336) (6,478) State (4,455) (748) Foreign (2,398) (2,465) Total deferred benefit (16,189) (9,691) Total income tax benefit $ (10,417) $ (8,776) |
Summary of Reconciliation Between Income Taxes Computed at the U.S. Statutory Income Tax Rate | The reconciliation between income taxes computed at the U.S. statutory income tax rate to our provision for income taxes for the years ended December 31, 2022, and 2021 is as follows: Years Ended (In thousands, USD) December 31, 2022 December 31, 2021 Benefit for income taxes at 21% rate $ (24,490) 21.0 % $ (7,045) 21.0 % State taxes, net of federal benefit (1,358) 1.2 % (1,147) 3.4 % Change in valuation allowance 10,628 -9.1 % (642) 1.9 % Rate change (1,687) 1.4 % 774 -2.3 % Credits (604) 0.5 % (602) 1.8 % Permanent differences and other (2,712) 2.2 % 2,852 -8.5 % Revaluation of warrants (53) 0.0 % (1,106) 3.3 % Uncertain tax positions 591 -0.5 % 544 -1.6 % Foreign withholding tax 134 -0.1 % 116 -0.3 % Foreign rate differential (2,120) 1.8 % (2,587) 7.7 % Executive compensation expense 872 -0.7 % 1,517 -4.5 % Transaction related expense 210 -0.2 % (1,450) 4.3 % Global intangible low taxed income 283 -0.2 % — 0.0 % Foreign derived intangible income (311) 0.3 % — 0.0 % Goodwill impairment 10,200 -8.7 % — 0.0 % Benefit for income taxes $ (10,417) 8.9 % $ (8,776) 26.2 % |
Summary of Deferred Income Taxes | Significant components of the Company’s deferred tax assets (liabilities) as of December 31, 2022, and 2021 are as follows: Years Ended (In thousands, USD) December 31, 2022 December 31, 2021 Deferred tax assets: Net operating loss carry-forward $ 13,617 $ 7,504 Credit carry-forward 1,386 1,956 Interest expense limitation carry-forward 15,844 12,053 Non-deductible reserves 339 374 Accruals and other temporary differences 2,835 1,288 Stock compensation 1,164 — Lease liability 2,780 — Property and equipment 1,007 1,018 Gross deferred tax assets 38,972 24,193 Less Valuation allowance (16,177) (5,750) Total deferred tax assets (after valuation allowance) 22,795 18,443 Deferred tax liabilities: Property and equipment (1,738) (4,151) Intangible assets (33,117) (40,771) Goodwill (5,914) (7,474) Debt Discount — (3,972) Accounting method change (1,378) — Right of use asset (2,514) — Research and development costs (3,327) — Total deferred tax liabilities $ (47,988) $ (56,368) Net deferred tax liabilities $ (25,193) $ (37,925) |
Summary of Gross Unrecognized Tax Benefits | The following table presents a reconciliation of the total amounts of unrecognized tax benefits, excluding interest and penalties, included in accrued liabilities and other long-term liabilities in the consolidated balance sheets. Years Ended (In thousands, USD) December 31, 2022 December 31, 2021 Unrecognized tax benefits at the beginning of the year $ 8,132 $ 7,690 Additions for tax positions of current year 442 442 Unrecognized tax benefits at the end of the year $ 8,574 $ 8,132 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Summary of Contractual Obligation, Fiscal Year Maturity | The Company has vendor commitments primarily relating to carrier and open purchase obligations that the Company incurs in the ordinary course of business. As of December 31, 2022, the purchase commitments were as follows: (In thousands, USD) Amount 2023 $ 29,012 2024 5,808 2025 7,590 2026 4,505 2027 4,773 Thereafter 5,000 Total $ 56,688 |
Schedule of Future Minimum Lease Payments Under Operating Leases (ASC 840) | The future minimum lease payments under operating leases as of December 31, 2021, for the next five years were as follows: (In thousands, USD) Amount 2022 $ 2,924 2023 1,904 2024 1,495 2025 1,170 2026 958 Thereafter 3,412 Total $ 11,863 |
Schedule of Future Minimum Lease Payments Under Capital Leases (ASC 840) | The future minimum lease payments under capital leases as of December 31, 2021, for the next five years were as follows: (In thousands, USD) Amount 2022 $ 207 2023 143 2024 119 2025 26 2026 — Total minimum lease payments $ 495 Interest expense (40) Total $ 455 |
STOCK-BASED COMPENSATION (Tab_2
STOCK-BASED COMPENSATION (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
Share-Based Payment Arrangement [Abstract] | ||
Schedule of RSU Activity | The following table summarizes Restricted Stock Units (“RSUs”) activities during the reporting period shown below: Number of Weighted- Aggregate Unvested RSUs at December 31, 2022 5,515 $ 6.69 $ 34,191 Granted 4,230 1.72 7,297 Vested (395) 6.78 (2,680) Forfeited and canceled (123) 6.97 (859) Unvested RSUs at March 31, 2023 9,227 $ 5.54 $ 37,949 | The following table summarizes RSUs activity during the reporting periods shown below: Number of awards outstanding Weighted-average grant date fair value Aggregate intrinsic value Unvested RSUs at December 31, 2021 — — — Granted 5,789 $ 6.24 $ 36,101 Vested (52) 6.88 (362) Forfeited and canceled (222) 6.97 (1,548) Unvested RSUs at December 31, 2022 5,515 $ 34,191 |
Schedule of Significant Inputs used in Valuation of RSU | Significant inputs used in our valuation of these RSUs included the following: Year Ended December 31, 2022 Expected volatility 57.1%-75.2% Risk-free interest rate 1.4%-2.1% Expected term (in years) 5 - 80 | |
Schedule of Share-Based Compensation Expense | The following is a summary of the Company’s share-based compensation expense and income tax benefit related to the RSUs for the reporting periods shown below: Three Months Ended March 31, (In thousands, USD) 2023 2022 Total Stock Compensation Expense $ 2,570 $ 2,050 Income tax benefit related to share-based compensation expense 246 264 | The following is a summary of the Company’s share-based compensation expense related to RSUs during the reporting periods shown below: Years Ended (In thousands, USD) December 31, 2022 December 31, 2021 Total Stock Compensation Expense $ 10,296 $ 4,564 Unrecognized Compensation Cost 24,272 — Remaining recognition period (in years) 2.6 — |
Schedule of Cancelled Stock Options | The following is a summary of the Company’s cancelled stock options from January 1, 2021, through December 31, 2021: Number of Options Weighted Average Grant Date Fair Value per Option Weighted Average Exercise Price Weighted Average Remaining Contractual Term Balance, December 31, 2020 432,500 $ 15.45 $ 141.53 7.7 Granted — — — Exercised — — — Forfeited — — — Expired — — — Cancelled (432,500) (15.45) (141.53) 7.7 Balance, December 31, 2021 — $ — $ — — |
NET LOSS PER SHARE (Tables)_2
NET LOSS PER SHARE (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 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: Three Months Ended March 31, (In thousands, USD, except share and per share amounts) 2023 2022 Numerator: Net loss $ (18,490) $ (11,572) Denominator: Weighted average common shares outstanding Basic (in number) 76,524,735 74,040,261 Diluted (in number) 76,524,735 74,040,261 Net loss per unit Basic $ (0.24) $ (0.16) Diluted $ (0.24) $ (0.16) | Presented in the table below is a reconciliation of the numerator and denominator for the basic and diluted earnings per share (“EPS”) calculations for the periods ended: (In thousands, USD) December 31, 2022 December 31, 2021 Numerator: Net loss attributable to the Company $ (106,200) $ (24,776) Less cumulative earnings to preferred shareholder — (22,822) Add premium on preferred conversion to common shares — 4,074 Net income (loss) attributable to common stockholders $ (106,200) $ (43,524) Denominator: Weighted average common shares and warrants outstanding Basic (in number) 75,710,904 41,933,050 Diluted (in number) 75,710,904 41,933,050 Net loss per unit attributable to common stockholder Basic $ (1.40) $ (1.04) Diluted $ (1.40) $ (1.04) |
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: Three Months Ended (Number of shares) March 31, 2023 2022 Common stock issued under the Backstop Agreement 9,600,031 9,600,031 Restricted stock grants with only service conditions 4,529,117 3,108,277 Private placement warrants 272,779 272,779 | The following securities were not included in the computation of diluted shares outstanding because the effect would be anti-dilutive: (number of shares) December 31, December 31, Restricted stock grants with only service conditions 3,552,416 — Common stock issued under the Backstop Agreement 9,600,031 9,600,031 Private Placement Warrants 272,779 272,779 Series C Convertible Preferred Stock — 2,566,186 Stock Options — 432,500 |
Quarterly Unaudited Financial_2
Quarterly Unaudited Financial Statements (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Changes and Error Corrections [Abstract] | |
Schedule of Quarterly Revisions | The following tables present the impact of the revisions on our annual consolidated financial statements for the year ended December 31, 2021, including the impact to the accumulated other comprehensive income (loss) and the accumulated deficit balances as of December 31, 2020. The revised unaudited interim consolidated financial statements are included in Note 17 to the consolidated financial statements. KORE Group Holdings, Inc. and Subsidiaries Consolidated Balance Sheets (In thousands USD, except share and per share amounts) December 31, 2021 As previously reported Income tax adjustments Indirect tax adjustments Other adjustments* As revised Assets Current assets Cash $ 85,976 — — — $ 85,976 Accounts receivable, net 51,304 — — 311 51,615 Inventories, net 15,470 — — — 15,470 Income taxes receivable 954 — — (20) 934 Prepaid expenses and other receivables 7,448 — — (85) 7,363 Total current assets 161,152 — — 206 161,358 Non-current assets Restricted cash 367 — — — 367 Property and equipment, net 12,240 — — — 12,240 Intangibles assets, net 203,474 — — (924) 202,550 Goodwill 381,962 — — 1,453 383,415 Other long-term assets 407 — — — 407 Total assets $ 759,602 $ — $ — $ 735 $ 760,337 Liabilities and stockholders’ equity Current liabilities Accounts payable $ 16,004 — — — $ 16,004 Accrued liabilities 21,311 — — 1,042 22,353 Income taxes payable 467 — — — 467 Current portion of capital lease obligations 191 — — (191) — Deferred revenue 6,889 — — — 6,889 Current portion of long-term debt and other borrowings, net 3,326 — — — 3,326 Total current liabilities 48,188 — — 851 49,039 Non-current liabilities Deferred tax liabilities 36,722 1,435 — (232) 37,925 Warrant liability 286 — — — 286 Capital lease obligations 264 — — (264) — Long-term debt and other borrowings, net 399,115 — — — 399,115 Other long-term liabilities 2,884 1,994 1,257 315 6,450 Total liabilities $ 487,459 $ 3,429 $ 1,257 $ 670 $ 492,815 Stockholders’ equity Common stock, voting; par value $0.0001 per share; 315,000,000 shares authorized, 72,027,743 shares issued and outstanding at December 31, 2021 $ 7 — — — $ 7 Additional paid-in capital 413,646 — — (331) 413,315 Accumulated other comprehensive loss (3,331) (46) — (86) (3,463) Accumulated deficit (138,179) (3,383) (1,257) 482 (142,337) Total stockholders’ equity 272,143 (3,429) (1,257) 65 267,522 Total liabilities and stockholders’ equity $ 759,602 $ — $ — $ 735 $ 760,337 __________________ * Certain reclassifications have been made to the 2021 consolidated balance sheet to conform to the 2022 presentation for leases. KORE Group Holdings, Inc. and Subsidiaries Consolidated Statements of Operations (In thousands USD, except share and per share amounts) December 31, 2021 As previously reported Income tax adjustments Indirect tax adjustments Other Adjustments As Revised Revenue Services $ 187,962 $ — $ — $ 218 $ 188,180 Products 60,255 — — — 60,255 Total revenue 248,217 — — 218 248,435 Cost of revenue Cost of services 69,867 — — (482) 69,385 Cost of products 52,357 — — (382) 51,975 Total cost of revenue (exclusive of depreciation and amortization shown separately below) 122,224 — — (864) 121,360 Operating expenses — Selling, general and administrative 91,733 — 457 113 92,303 Depreciation and amortization 50,414 — — (83) 50,331 Total operating expenses 142,147 — 457 30 142,634 Operating loss (16,154) — (457) 1,052 (15,559) Interest expense, including amortization of deferred financing costs, net 23,260 — — — 23,260 Change in fair value of warrant liability (5,267) — — — (5,267) Loss before income taxes (34,147) — (457) 1,052 (33,552) Income tax expense (benefit) (9,694) 732 — 186 (8,776) Net loss $ (24,453) $ (732) $ (457) $ 866 $ (24,776) Loss per share: Basic $ (1.03) $ (0.02) $ (0.01) $ 0.02 $ (1.04) Diluted $ (1.03) $ (0.02) $ (0.01) $ 0.02 $ (1.04) Weighted average shares outstanding (in Number): Basic 41,933,050 — — — 41,933,050 Diluted 41,933,050 — — — 41,933,050 KORE Group Holdings, Inc. and Subsidiaries Consolidated Statements of Comprehensive Loss (In thousands USD) December 31, 2021 As previously reported Income tax adjustments Indirect tax adjustments Other Adjustments As Revised Net loss $ (24,453) $ (732) $ (457) $ 866 $ (24,776) Other comprehensive income (loss): Foreign currency translation adjustment (1,654) 53 — (300) (1,901) Comprehensive loss $ (26,107) $ (679) $ (457) $ 566 $ (26,677) KORE Group Holdings, Inc. and Subsidiaries Consolidated Statements of Temporary Equity and Stockholders’ Equity (In thousands, USD, except share amounts) Series A Preferred Series A-1 Series B Preferred Series C Convertible Total Temporary Equity Common Stock Additional paid-in capital Accumulated Accumulated Total Temporary Equity Shares Amount Shares Amount Shares Amount Shares Amount Amount Shares Amount Amount Amount Amount Amount As Reported Balance at December 31, 2020 7,756,158 $ 77,562 7,862,107 $ 78,621 9,090,975 $ 90,910 2,566,186 $ 16,802 $ 263,895 30,281,520 $ 3 $ 135,616 $ (1,677) $ (113,726) $ 20,216 Derecognition of shares — — — — — — (45,818) (300) (300) — — — — — — Accrued dividends payable 765,609 7,656 824,076 8,241 692,543 6,925 — — 22,822 — — (22,822) — — (22,822) Foreign currency translation adjustment — — — — — — — — — — — — (1,654) — (1,654) Share-based compensation — — — — — — — — — 200,426 — (1,856) — — (1,856) Distributions to and conversions of preferred stock (8,521,767) (85,218) (8,686,183) (86,862) (9,783,518) (97,835) (2,520,368) (16,502) (286,417) 7,120,368 1 56,502 — — 56,503 CTAC shares recapitalized, net of equity issuance costs of $15,943 — — — — — — — — — 10,373,491 1 6,428 — — 6,429 Conversion of KORE warrants — — — — — — — — — 1,365,612 — 10,663 — — 10,663 Private offering and merger financing, net of equity issuance costs of $8123 — — — — — — — — — 22,686,326 2 216,875 — — 216,877 Equity portion of convertible debt, net of deferred financing costs of $384, net of sponsor shares of $683, net of deferred tax liability of $3,999 — — — — — — — — — — — 12,240 — — 12,240 Net loss — — — — — — — — — — — — — (24,453) (24,453) Balance at December 31, 2021 — $ — — $ — — $ — — $ — $ — 72,027,743 $ 7 $ 413,646 $ (3,331) $ (138,179) $ 272,143 Adjustments Balance, December 31, 2020 — — — — — — (45,818) (300) (300) — — — 115 (3,835) (3,720) Derecognition of shares — — — — — — 45,818 300 300 — — — — — — Foreign currency translation adjustment — — — — — — — — — — — — (247) — (247) Private offering and merger financing — — — — — — — — — — — (331) — — (331) Net loss — — — — — — — — — — — — — (323) (323) Total Adjustments — — — — — — — — — — — $ (331) $ (132) $ (4,158) $ (4,621) As Revised Balance at December 31, 2020 7,756,158 77,562 7,862,107 78,621 9,090,975 90,910 2,520,368 16,502 263,595 30,281,520 3 135,616 (1,562) (117,561) 16,496 Derecognition of shares — — — — — — — — — — — — — — — Accrued dividends payable 765,609 7,656 824,076 8,241 692,543 6,925 — — 22,822 — — (22,822) — — (22,822) Foreign currency translation adjustment — — — — — — — — — — — — (1,901) — (1,901) Share-based compensation — — — — — — — — — 200,426 — (1,856) — — (1,856) Distributions to and conversions of preferred stock (8,521,767) (85,218) (8,686,183) (86,862) (9,783,518) (97,835) (2,520,368) (16,502) (286,417) 7,120,368 1 56,502 — — 56,503 CTAC shares recapitalized, net of equity issuance costs of $15,943 — — — — — — — — — 10,373,491 1 6,428 — — 6,429 Conversion of KORE warrants — — — — — — — — — 1,365,612 — 10,663 — — 10,663 Private offering and merger financing, net of equity issuance costs of $8123 — — — — — — — — — 22,686,326 2 216,544 — — 216,546 Equity portion of convertible debt, net of deferred financing costs of $384, net of sponsor shares of $683, net of deferred tax liability of $3,999 — — — — — — — — — — — 12,240 — — 12,240 Net loss — — — — — — — — — — — — — (24,776) (24,776) Balance at December 31, 2021 — $ — — $ — — $ — — $ — $ — 72,027,743 $ 7 $ 413,315 $ (3,463) $ (142,337) $ 267,522 KORE Group Holdings, Inc. and Subsidiaries Consolidated Statements of Cash Flows (In thousands USD) December 31, 2021 As previously reported Income tax adjustments Indirect tax adjustments Other adjustments As Revised Cash flows from operating activities Net loss $ (24,453) $ (732) $ (457) $ 866 $ (24,776) Adjustments to reconcile net loss to net cash (used in) provided by operating activities Depreciation and amortization 50,414 — — (83) 50,331 Amortization of deferred financing costs 2,097 — — — 2,097 Amortization of discount on Backstop Notes 424 — — — 424 Deferred income taxes (9,871) 323 (143) (9,691) Non-cash foreign currency loss 344 — — — 344 Share-based compensation 4,564 — — — 4,564 Provision for doubtful accounts 322 — — — 322 Change in fair value of warrant liability (5,267) — — — (5,267) Change in operating assets and liabilities, net of operating assets and liabilities acquired: Accounts receivable (11,884) — — (218) (12,102) Inventories (9,875) — — — (9,875) Prepaid expenses and other receivables (1,700) — — 456 (1,244) Accounts payable and accrued liabilities (8,371) 409 457 (914) (8,419) Deferred revenue (805) — — — (805) Income taxes payable (697) — — 36 (661) Cash used in operating activities $ (14,758) $ — $ — $ — $ (14,758) Cash flows used in investing activities Additions to intangible assets (9,247) — — — (9,247) Additions to property and equipment (4,172) (4,172) Net cash (used) in investing activities $ (13,419) $ — $ — $ — $ (13,419) Cash flows from financing activities Proceeds from revolving credit facility 25,000 — — — 25,000 Repayment on revolving credit facility (25,000) — — — (25,000) Repayment of term loan (3,161) — — — (3,161) Repayment of other borrowings - notes payable (173) — — — (173) Proceeds from convertible debt 104,167 — — — 104,167 Proceeds from equity portion of convertible debt, net of issuance costs 15,697 — — — 15,697 Payment of deferred financing costs (1,579) — — — (1,579) Repayment of related party note (1,538) — — — (1,538) December 31, 2021 As previously reported Income tax adjustments Indirect tax adjustments Other adjustments As Revised Proceeds from CTAC and PIPE financing, net of issuance costs 223,688 — — — 223,688 Settlements of preferred shares (229,915) — — — (229,915) Payment of capital lease obligations (828) — — — (828) Payment of stock option share employee withholding taxes (2,305) — — — (2,305) Cash provided by/(used in) financing activities $ 104,053 $ — $ — $ — $ 104,053 Effect of Exchange Rate Change on Cash (226) — — — (226) Change in Cash and Restricted Cash 75,650 — — — 75,650 Cash and Restricted Cash, beginning of period 10,693 — — — 10,693 Cash and Restricted Cash, end of period $ 86,343 $ — $ — $ — $ 86,343 Non-cash investing and financing activities: Equity financing fees accrued $ 3,602 $ — $ — $ — $ 3,602 Common shares issued to preferred shareholders 56,502 — — — 56,502 Equity financing fees settled in common shares 1,863 — — — 1,863 Common shares issued to warrant holders 10,663 — — — 10,663 Common shares issued to option holders pursuant to the Cancellation Agreements 1,072 — — — 1,072 Sponsor shares distributed to lender under Backstop Agreement 683 — — — 683 Supplemental cash flow information: Interest paid $ 19,874 $ — $ — $ — $ 19,874 Taxes paid (net of refunds) 957 — — — 957 KORE Group Holdings, Inc. and Subsidiaries Condensed Consolidated Statements of Temporary Equity and Stockholders’ Equity (In thousands, USD, except share amounts) (unaudited) Series A Preferred Stock Series A-1 Preferred Stock Series B Preferred Stock Series C Convertible Preferred Stock Total Temporary Equity Common Stock Additional paid-in capital Accumulated Other Comprehensive Income (Loss) Accumulated Deficit Total Stockholders’ Equity Temporary Equity Shares Amount Shares Amount Shares Amount Shares Amount Amount Shares Amount Amount Amount Amount Amount As Reported Balance at December 31, 2020 (as previously reported) 7,756,158 $ 77,562 7,862,107 $ 78,621 9,090,975 $ 90,910 2,566,186 $ 16,802 $ 263,895 30,281,520 $ 3 $ 135,616 $ (1,677) $ (113,726) $ 20,216 Accrued dividends payable 248,622 2,486 266,558 2,666 224,161 2,241 — — 7,393 — — (7,393) — — (7,393) Foreign currency translation adjustment — — — — — — — — — — — — (900) — (900) Stock-based compensation — — — — — — — — — — — 315 — — 315 Net loss — — — — — — — — — — — — — (1,081) (1,081) Balance at March 31, 2021 8,004,780 80,048 8,128,665 81,287 9,315,136 93,151 2,566,186 16,802 271,288 30,281,520 3 128,538 (2,577) (114,807) 11,157 Adjustments Balance, December 31, 2020 — — — — — — (45,818) (300) (300) — — — 115 (3,835) (3,720) March 31, 2021 — — — — — — Foreign currency translation adjustment — — — — — — — — — — — — 4 — 4 Net loss — — — — — — — — — — — — — (918) (918) Total Adjustments - March 31, 2021 — — — — — — (45,818) (300) (300) — — — 119 (4,753) (4,634) As Revised Balance at December 31, 2020 7,756,158 77,562 7,862,107 78,621 9,090,975 90,910 2,520,368 16,502 263,595 30,281,520 3 135,616 (1,562) (117,561) 16,496 Accrued dividends payable 248,622 2,486 266,558 2,666 224,161 2,241 — — 7,393 — — (7,393) — — (7,393) Foreign currency translation adjustment — — — — — — — — — — — — (896) — (896) Stock-based compensation — — — — — — — — — — — 315 — — 315 Net loss — — — — — — — — — — — — — (1,999) (1,999) Balance at March 31, 2021 8,004,780 $ 80,048 8,128,665 $ 81,287 9,315,136 $ 93,151 2,520,368 $ 16,502 $ 270,988 30,281,520 $ 3 $ 128,538 $ (2,458) $ (119,560) $ 6,523 KORE Group Holdings, Inc. and Subsidiaries Condensed Consolidated Statements of Cash Flows (In thousands USD) (unaudited) For the three months ended March 31, 2021 As previously reported Income tax adjustments Indirect tax adjustments Other adjustments Revised Cash flows from operating activities Net loss $ (1,081) $ (238) $ (114) $ (566) $ (1,999) Adjustments to reconcile net loss to net cash used in operating activities Depreciation and amortization 13,114 — — (21) 13,093 Amortization of deferred financing costs 524 — — — 524 Deferred income taxes (1,366) 238 — (259) (1,387) Non-cash foreign currency loss (70) — — — (70) Share-based compensation 315 — — — 315 Provision for doubtful accounts (18) — — — (18) Change in fair value of warrant liability (2,424) — — — (2,424) Change in operating assets and liabilities, net of operating assets and liabilities acquired: Accounts receivable (1,855) — — (55) (1,910) Inventories (878) — — — (878) Prepaid expenses and other receivables (5,375) — — 1,274 (4,101) Accounts payable and accrued liabilities (13,311) — 114 (365) (13,562) Deferred revenue (81) — — — (81) Income taxes payable 186 — — (8) 178 Net cash used in operating activities $ (12,320) $ — $ — $ — $ (12,320) Net cash used in investing activities $ (3,091) $ — $ — $ — $ (3,091) Net cash provided financing activities $ 18,291 $ — $ — $ — $ 18,291 Effect of Exchange Rate Change on Cash and Restricted Cash (67) — — — (67) Change in Cash and Restricted Cash 2,813 — — — 2,813 Cash and Restricted Cash, beginning of period 10,693 — — — 10,693 Cash and Restricted Cash, end of period $ 13,506 $ — $ — $ — $ 13,506 KORE Group Holdings, Inc. and Subsidiaries Condensed Consolidated Statements of Stockholders’ Equity (In thousands, USD, except share amounts) (unaudited) Series A Preferred Stock Series A-1 Preferred Stock Series B Preferred Stock Series C Convertible Preferred Stock Total Temporary Equity Common Stock Additional paid-in capital Accumulated Other Comprehensive Income (Loss) Accumulated Deficit Total Stockholders’ Equity Temporary Equity Shares Amount Shares Amount Shares Amount Shares Amount Amount Shares Amount Amount Amount Amount Amount As Reported Balance at December 31, 2020 7,756,158 $ 77,562 7,862,107 $ 78,621 9,090,975 $ 90,910 2,566,186 $ 16,802 $ 263,895 30,281,520 $ 3 $ 135,616 $ (1,677) $ (113,726) $ 20,216 Accrued dividends payable 248,622 2,486 266,558 2,666 224,161 2,241 — — 7,393 — — (7,393) — — (7,393) Foreign currency translation adjustment — — — — — — — — — — — — (900) — (900) Stock-based compensation — — — — — — — — — — — 315 — — 315 Net loss — — — — — — — — — — — — — (1,081) (1,081) Balance at March 31, 2021 8,004,780 80,048 8,128,665 81,287 9,315,136 93,151 2,566,186 16,802 271,288 30,281,520 3 128,538 (2,577) (114,807) 11,157 Derecognition of shares — — — — — — (45,818) (300) (300) — — — — — — Accrued dividends payable 251,385 2,514 269,520 2,695 232,240 2,323 — — 7,532 — — (7,532) — — (7,532) Foreign currency translation adjustment — — — — — — — — — — — — 743 — 743 Stock-based compensation — — — — — — — — — — — 315 — — 315 Net loss — — — — — — — — — — — — — (6,885) (6,885) Balance at June 30, 2021 8,256,165 82,562 8,398,185 83,982 9,547,376 95,474 2,520,368 16,502 278,520 30,281,520 3 121,321 (1,834) (121,692) (2,202) Adjustments Balance, December 31, 2020 — — — — — — (45,818) (300) (300) — — — 115 (3,835) (3,720) March 31, 2021 — — — — — — Foreign currency translation adjustment — — — — — — — — — — — — 4 — 4 Net loss — — — — — — — — — — — — — (918) (918) Total Adjustments - March 31, 2021 — — — — — — (45,818) (300) (300) — — — 119 (4,753) (4,634) June 30, 2021 — — — — — — Derecognition of shares — — — — — — 45,818 300 300 — — — — — — Foreign currency translation adjustment — — — — — — — — — — — — (325) — (325) Net loss — — — — — — — — — — — — — 683 683 Total Adjustments - June 30, 2021 — — — — — — — — — — — — (206) (4,070) (4,276) As Revised Balance at December 31, 2020 7,756,158 77,562 7,862,107 78,621 9,090,975 90,910 2,520,368 16,502 263,595 30,281,520 3 135,616 (1,562) (117,561) 16,496 Accrued dividends payable 248,622 2,486 266,558 2,666 224,161 2,241 — — 7,393 — — (7,393) — — (7,393) Foreign currency translation adjustment — — — — — — — — — — — — (896) — (896) Stock-based compensation — — — — — — — — — — — 315 — — 315 Net loss — — — — — — — — — — — — — (1,999) (1,999) Balance at March 31, 2021 8,004,780 80,048 8,128,665 81,287 9,315,136 93,151 2,520,368 16,502 270,988 30,281,520 3 128,538 (2,458) (119,560) 6,523 Accrued dividends payable 251,385 2,514 269,520 2,695 232,240 2,323 — — 7,532 — — (7,532) — — (7,532) Foreign currency translation adjustment — — — — — — — — — — — — 418 — 418 Stock-based compensation — — — — — — — — — — — 315 — — 315 Net loss — — — — — — — — — — — — — (6,202) (6,202) Balance at June 30, 2021 8,256,165 $ 82,562 8,398,185 $ 83,982 9,547,376 $ 95,474 2,520,368 $ 16,502 $ 278,520 30,281,520 $ 3 $ 121,321 $ (2,040) $ (125,762) $ (6,478) KORE Group Holdings, Inc. and Subsidiaries Condensed Consolidated Statements of Cash Flows (In thousands USD) (unaudited) For the six months ended June 30, 2021 As previously reported Income tax adjustments Indirect tax adjustments Other adjustments Revised Cash flows from operating activities Net loss $ (7,966) $ (403) $ (228) $ 396 $ (8,201) Adjustments to reconcile net loss to net cash used in operating activities Depreciation and amortization 25,507 — — (42) 25,465 Amortization of deferred financing costs 1,047 — — — 1,047 Deferred income taxes (4,308) 237 — 694 (3,377) Non-cash foreign currency loss 77 — — — 77 Share-based compensation 630 — — — 630 Provision for doubtful accounts 11 — — — 11 Change in fair value of warrant liability (2,383) — — — (2,383) Change in operating assets and liabilities, net of operating assets and liabilities acquired: Accounts receivable (7,049) — — (109) (7,158) Inventories (4,089) — — — (4,089) Prepaid expenses and other receivables (9,016) — — (109) (9,125) Accounts payable and accrued liabilities (6,103) 166 228 (563) (6,272) Deferred revenue (671) — — — (671) Income taxes payable (32) — — (267) (299) Net cash used in operating activities $ (14,345) $ — $ — $ — $ (14,345) Net cash used in investing activities $ (5,973) $ — $ — $ — $ (5,973) Net cash provided by financing activities $ 18,375 $ — $ 18,375 Effect of exchange rate change on cash and restricted cash (82) — — — (82) Change in cash and restricted cash (2,025) — — — (2,025) Cash and restricted cash, beginning of period 10,693 — — — 10,693 Cash and restricted cash, end of period $ 8,668 $ — $ — $ — $ 8,668 KORE Group Holdings, Inc. and Subsidiaries Consolidated Statements of Stockholders’ Equity (Unaudited) (In thousands, USD) Series A Preferred Stock Series A-1 Preferred Stock Series B Preferred Stock Series C Convertible Preferred Stock Total Temporary Equity Common Stock Additional paid-in capital Accumulated Other Comprehensive Income (Loss) Accumulated Accumulated Total Stockholders’ Equity Temporary Equity Shares Amount Shares Amount Shares Amount Shares Amount Amount Shares Amount Amount Amount Amount Amount As Reported Balance at December 31, 2020 7,756,158 $ 77,562 7,862,107 $ 78,621 9,090,975 $ 90,910 2,566,186 $ 16,802 $ 263,895 30,281,520 $ 3 $ 135,616 $ (1,677) $ (113,726) $ 20,216 Accrued dividends payable 248,622 2,486 266,558 2,666 224,161 2,241 — — 7,393 — — (7,393) — — (7,393) Foreign currency translation adjustment — — — — — — — — — — — — (900) — (900) Stock-based compensation — — — — — — — — — — — 315 — — 315 Net loss — — — — — — — — — — — — — (1,081) (1,081) Balance at March 31, 2021 8,004,780 80,048 8,128,665 81,287 9,315,136 93,151 2,566,186 16,802 271,288 30,281,520 3 128,538 (2,577) (114,807) 11,157 Derecognition of shares — — — — — — (45,818) (300) (300) — — — — — — Accrued dividends payable 251,385 2,514 269,520 2,695 232,240 2,323 — — 7,532 — — (7,532) — — (7,532) Foreign currency translation adjustment — — — — — — — — — — — — 743 — 743 Stock-based compensation — — — — — — — — — — — 315 — — 315 Net loss — — — — — — — — — — — — — (6,885) (6,885) Balance at June 30, 2021 8,256,165 82,562 8,398,185 83,982 9,547,376 95,474 2,520,368 16,502 278,520 30,281,520 3 121,321 (1,834) (121,692) (2,202) Accrued dividends payable 265,602 2,656 287,998 2,880 236,142 2,361 — — 7,897 — — (7,897) — — (7,897) Foreign currency translation adjustment — — — — — — — — — — — — (1,322) — (1,322) Stock-based compensation — — — — — — — — — — — (3,519) — — (3,519) Distributions to and conversions of preferred stock (8,521,767) (85,218) (8,686,183) (86,862) (9,783,518) (97,835) (2,520,368) (16,502) (286,417) 7,120,368 1 56,502 — — 56,503 CTAC shares recapitalized, net of equity issuance costs of $15,912 — — — — — — — — — 10,373,491 1 6,456 — — 6,457 Conversion of KORE warrants — — — — — — — — — 1,365,612 10,663 — — 10,663 Private offering and merger financing, net of equity issuance costs of $7,718 — — — — — — — — — 22,686,326 2 217,280 — — 217,282 Equity portion of convertible debt, net of issuance costs of $224 — — — — — — — — — — — 12,510 — — 12,510 Net loss — — — — — — — — — — — — — (4,508) (4,508) Balance at September 30, 2021 — — — — — — — — — 71,827,317 7 413,316 (3,156) (126,200) 283,967 Adjustments Series A Preferred Stock Series A-1 Preferred Stock Series B Preferred Stock Series C Convertible Preferred Stock Total Temporary Equity Common Stock Additional paid-in capital Accumulated Other Comprehensive Income (Loss) Accumulated Accumulated Total Stockholders’ Equity Temporary Equity Balance, December 31, 2020 — — — — — — (45,818) (300) (300) — — — 115 (3,835) (3,720) March 31, 2021 Foreign currency translation adjustment — — — — — — — — — — — — 4 — 4 Net loss — — — — — — — — — — — — — (918) (918) Total Adjustments - March 31, 2021 — — — — — — (45,818) (300) (300) — — — 119 (4,753) (4,634) June 30, 2021 Derecognition of shares — — — — — — 45,818 300 300 — — — — — — Foreign currency translation adjustment — — — — — — — — — — — — (325) — (325) Net loss — — — — — — — — — — — — — 683 683 Total Adjustments - June 30, 2021 — — — — — — — — — — — — (206) (4,070) (4,276) September 30, 2021 Foreign currency translation adjustment — — — — — — — — — — — — 67 — 67 Private offering and merger financing — — — — — — — — — — — (331) — — (331) Net loss — — — — — — — — — — — — — 135 135 Total Adjustments - September 30, 2021 — — — — — — — — — — — (331) (139) (3,935) (4,405) As Revised Balance at December 31, 2020 7,756,158 77,562 7,862,107 78,621 9,090,975 90,910 2,520,368 16,502 263,595 30,281,520 3 135,616 (1,562) (117,561) 16,496 Accrued dividends payable 248,622 2,486 266,558 2,666 224,161 2,241 — — 7,393 — — (7,393) — — (7,393) Foreign currency translation adjustment — — — — — — — — — — — — (896) — (896) Stock-based compensation — — — — — — — — — — — 315 — — 315 Net loss — — — — — — — — — — — — — (1,999) (1,999) Balance at March 31, 2021 8,004,780 80,048 8,128,665 81,287 9,315,136 93,151 2,520,368 16,502 270,988 30,281,520 3 128,538 (2,458) (119,560) 6,523 Accrued dividends payable 251,385 2,514 269,520 2,695 232,240 2,323 — — 7,532 — — (7,532) — — (7,532) Foreign currency translation adjustment — — — — — — — — — — — — 418 — 418 Stock-based compensation — — — — — — — — — — — 315 — — 315 Series A Preferred Stock Series A-1 Preferred Stock Series B Preferred Stock Series C Convertible Preferred Stock Total Temporary Equity Common Stock Additional paid-in capital Accumulated Other Comprehensive Income (Loss) Accumulated Accumulated Total Stockholders’ Equity Temporary Equity Net loss — — — — — — — — — — — — — (6,202) (6,202) Balance at June 30, 2021 8,256,165 82,562 8,398,185 83,982 9,547,376 95,474 2,520,368 16,502 278,520 30,281,520 3 121,321 (2,040) (125,762) (6,478) Accrued dividends payable 265,602 2,656 287,998 2,880 236,142 2,361 — — 7,897 — — (7,897) — — (7,897) Foreign currency translation adjustment — — — — — — — — — — — — (1,255) — (1,255) Stock-based compensation — — — — — — — — — — — (3,519) — — (3,519) Distributions to and conversions of preferred stock (8,521,767) (85,218) (8,686,183) (86,862) (9,783,518) (97,835) (2,520,368) (16,502) (286,417) 7,120,368 1 56,502 — — 56,503 CTAC shares recapitalized, net of equity issuance costs of $15,912 — — — — — — — — — 10,373,491 1 6,456 — — 6,457 Conversion of KORE warrants — — — — — — — — — 1,365,612 — 10,663 — — 10,663 Private offering and merger financing, net of equity issuance costs of $7,718 — — — — — — — — — 22,686,326 2 216,949 — — 216,951 Equity portion of convertible debt, net of issuance costs of $224 — — — — — — — — — — — 12,510 — — 12,510 Net loss — — — — — — — — — — — — — (4,373) (4,373) Balance at September 30, 2021 — — — — — — — — — 71,827,317 $ 7 $ 412,985 $ (3,295) $ (130,135) $ 279,562 KORE Group Holdings, Inc. and Subsidiaries Consolidated Statements of Cash Flows (Unaudited) (In thousands USD) For nine months ended September 30, 2021 As previously reported Income tax adjustments Indirect tax adjustments Other adjustments Revised Cash flows from operating activities Net loss $ (12,474) $ (702) $ (342) $ 944 $ (12,574) Adjustments to reconcile net loss to net cash provided by (used in) operating activities Depreciation and amortization 37,947 — — (63) 37,884 Amortization of deferred financing costs 1,569 — — — 1,569 Deferred income taxes (8,197) 293 — 463 (7,441) Non-cash foreign currency loss (gain) (163) — — — (163) Stock-based compensation 4,564 — — — 4,564 Provision for doubtful accounts 117 — — — 117 Change in fair value of warrant liability (5,281) — — — (5,281) Change in operating assets and liabilities, net of operating assets and liabilities acquired: Accounts receivable (12,792) — — (164) (12,956) Inventories (6,461) — — — (6,461) Prepaid expenses and other current assets (5,054) — — (51) (5,105) Accounts payable and accrued liabilities (2,366) 409 342 (749) (2,364) Deferred revenue (911) — — — (911) Income taxes payable 63 — — (380) (317) Net cash used in operating activities $ (9,439) $ — $ — $ — $ (9,439) Net cash used in investing activities $ (9,782) $ — $ — $ — $ (9,782) Net cash provided by financing activities $ 81,772 $ — $ — $ — $ 81,772 Effect of exchange rate change on cash (188) (188) Change in cash and restricted cash 62,363 — — — 62,363 Cash and restricted cash, beginning of period $ 10,693 — — — $ 10,693 Cash and restricted cash, end of period $ 73,056 $ — $ — $ — $ 73,056 |
GEOGRAPHIC AREA INFORMATION (Ta
GEOGRAPHIC AREA INFORMATION (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Segment Reporting [Abstract] | |
Schedule of Revenue and Long-Lived Assets by Major Geographic Area | Revenue classified by the major geographic areas in which our customers were located and long-lived assets classified where held: Net Sales Long Lived Assets* December 31 December 31 (in Thousands, USD) 2022 2021 2022 2021 United States $ 211,599 $ 187,392 $ 152,361 $ 141,511 Other Countries 56,848 61,043 62,062 73,279 Total $ 268,447 $ 248,435 $ 214,423 $ 214,790 __________________ |
SCHEDULE 1 - PARENT ONLY FINA_2
SCHEDULE 1 - PARENT ONLY FINANCIAL INFORMATION (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Condensed Financial Information Disclosure [Abstract] | |
Summary of Condensed Balance Sheet | Condensed Balance Sheet (in thousands USD) December 31, December 31, Assets Non-current assets Investment in subsidiaries $ 192,549 $ 256,725 Total non-current assets 192,549 256,725 Total assets $ 192,549 $ 256,725 Liabilities and stockholders’ equity Long-term liabilities Warrant liability 33 286 Total liabilities $ 33 $ 286 Stockholders’ equity Common stock, voting; par value $0.0001 per share; 315,000,000 shares authorized, 76,292,241 and 72,027,743 shares issued and outstanding at December 31, 2022, and December 31, 2021 8 7 Additional paid-in capital 435,293 401,690 Accumulated other comprehensive loss (6,390) (3,463) Accumulated deficit (236,394) (141,795) Total stockholders’ equity $ 192,517 $ 256,439 Total liabilities and stockholders’ equity $ 192,550 $ 256,725 |
Summary of Condensed Statements of Loss and Comprehensive Loss | Condensed Statements of Loss and Comprehensive Loss (in thousands USD) For the years ended December 31, December 31, Equity in net loss of unconsolidated subsidiaries $ (94,759) $ (29,892) Change in fair value of warrant liability (254) (5,267) Loss before income taxes (94,505) (24,625) Net loss $ (94,505) $ (24,625) Other comprehensive loss: Foreign currency translation adjustment (2,927) (1,987) Comprehensive loss $ (97,432) $ (26,612) |
Summary of Condensed Statements of Cash Flows | Condensed Statements of Cash Flows (in thousands USD) For the years ended December 31, December 31, Cash flows from operating activities Net loss $ (94,505) $ (24,625) Adjustments to reconcile net loss to net cash provided by operating activities Equity in net loss of unconsolidated subsidiaries 94,759 29,892 Change in fair value of warrant liability (254) (5,267) Cash provided by operating activities $ — $ — Cash flows from investing activities Distribution from subsidiary — 5,947 Cash provided by investing activities $ — $ 5,947 Issuance of common stock, net of transaction costs — 223,968 Settlement of preferred stock — (229,915) Cash used in financing activities $ — $ (5,947) Effect of exchange rate change on cash and restricted — — Change in cash and restricted cash — — Cash and restricted cash, beginning of year — — Cash and restricted cash, end of year $ — $ — Non-cash investing and financing activities: Fair value of KORE common stock issued pursuant to acquisition $ 23,295 $ — Share-based payment awards issued to employees of subsidiaries 10,296 1,839 |
REVENUE - Summary of Disaggrega
REVENUE - Summary of Disaggregation Revenue (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | |||||||||
Mar. 31, 2023 | Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | |
Disaggregation of Revenue [Line Items] | |||||||||||||
Total | $ 65,975 | $ 66,137 | $ 70,921 | $ 68,978 | $ 67,933 | $ 60,798 | $ 55,352 | $ 139,899 | $ 116,150 | $ 206,036 | $ 184,084 | $ 268,447 | $ 248,435 |
IoT Connectivity | |||||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||||
Total | 43,244 | 43,053 | 173,162 | 164,610 | |||||||||
Hardware Sales | |||||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||||
Total | 16,444 | 19,012 | 69,091 | 54,898 | |||||||||
Hardware Sales - bill-and-hold | |||||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||||
Total | 2,197 | 2,422 | 10,736 | 5,357 | |||||||||
Deployment services, professional services, referral services, and other | |||||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||||
Total | $ 4,090 | $ 4,491 | $ 15,458 | $ 23,570 |
REVENUE - Additional Informatio
REVENUE - Additional Information (Detail) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Customer Concentration Risk | Revenue Benchmark | Major Customer | ||||
Disaggregation of Revenue [Line Items] | ||||
Concentration risk percentage | 13.30% | 17.80% | 11% | 21% |
ACQUISITIONS - Additional Infor
ACQUISITIONS - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | ||||||
Mar. 26, 2023 | Feb. 16, 2022 | Mar. 31, 2023 | Sep. 30, 2022 | Mar. 31, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Sep. 30, 2021 | |
Business Acquisition [Line Items] | ||||||||
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||
Acquired Companies | ||||||||
Business Acquisition [Line Items] | ||||||||
Percentage of acquired ownership | 100% | |||||||
Transaction costs | $ 1,700 | |||||||
Cash purchase price held in escrow | $ 3,450 | $ 3,450 | ||||||
Payments to seller from escrow account | $ 600 | 600 | ||||||
Net Revenue | $ 74,700 | 274,179 | $ 278,601 | |||||
Pro forma net loss | (9,900) | (104,483) | (22,415) | |||||
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares | 4,212,246 | |||||||
Acquired Companies | Acquisition-related Costs | ||||||||
Business Acquisition [Line Items] | ||||||||
Pro forma net loss | $ (1,400) | |||||||
Acquired Companies | Selling, General and Administrative Expenses | ||||||||
Business Acquisition [Line Items] | ||||||||
Business combination transaction costs incurred | $ 1,400 | $ 1,400 | $ 300 | |||||
Twilio IoT Business Unit [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares | 10,000,000 | |||||||
Common stock, par value (in dollars per share) | $ 0.0001 | |||||||
Aggregate value of shares issued in acquisitions | $ 28,000 |
ACQUISITIONS - Schedule of Allo
ACQUISITIONS - Schedule of Allocation Of The Consideration Paid For The Acquired Companies (Detail) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Feb. 16, 2022 | Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Sep. 30, 2022 | Jun. 30, 2022 | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Dec. 31, 2020 | |
Business Acquisition [Line Items] | |||||||||||
Cash, (net of closing cash of $1,995) and working capital adjustments | $ 0 | $ 45,078 | $ 46,002 | $ 0 | |||||||
Liabilities assumed: | |||||||||||
Goodwill | $ 369,870 | $ 428,153 | $ 369,706 | $ 383,415 | $ 427,057 | $ 427,579 | $ 383,643 | $ 383,880 | $ 383,736 | $ 384,202 | |
Acquired Companies | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Cash, (net of closing cash of $1,995) and working capital adjustments | $ 46,002 | ||||||||||
Fair value of KORE Common Stock issued to sellers (4,212,246 shares) | 23,295 | ||||||||||
Total consideration | 69,297 | ||||||||||
Closing cash | $ 1,995 | ||||||||||
Shares issued in acquisition agreement (in shares) | 4,212,246 | ||||||||||
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 | 2,638 | ||||||||||
Liabilities assumed | 10,029 | ||||||||||
Net identifiable assets acquired | 24,438 | ||||||||||
Goodwill | $ 44,859 |
ACCOUNTS RECEIVABLE (Details)
ACCOUNTS RECEIVABLE (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 | Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Dec. 31, 2021 | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 |
Receivables [Abstract] | |||||||||
Accounts receivable | $ 48,483 | $ 45,097 | $ 53,415 | ||||||
Allowance for doubtful accounts | (428) | (559) | (532) | ||||||
Accounts receivable, net | $ 48,055 | $ 44,538 | $ 41,712 | $ 51,044 | $ 57,439 | $ 51,615 | $ 52,895 | $ 47,841 | $ 42,358 |
PREMIUM FINANCE AGREEMENT (Deta
PREMIUM FINANCE AGREEMENT (Detail) $ in Thousands | Aug. 03, 2022 USD ($) payment | Mar. 31, 2023 USD ($) | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) |
Short-term Debt [Line Items] | ||||
Outstanding balance of debt | $ 425,408 | $ 425,980 | ||
Notes Payable, Other Payables | Premium Finance Agreement | ||||
Short-term Debt [Line Items] | ||||
Face amount of debt | $ 3,600 | |||
Interest rate | 4.60% | |||
Term of debt | 20 months | |||
Number of fixed monthly principal and interest payments | payment | 20 | |||
Fixed monthly principal and interest payments | $ 190 | |||
Outstanding balance of debt | $ 2,200 | $ 2,800 |
INCOME TAXES - Additional Infor
INCOME TAXES - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | |||||||||
Mar. 31, 2023 | Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |||||||||||||
Effective income tax rate | 2% | 16% | 8.90% | 26.20% | |||||||||
Income tax benefit | $ 369 | $ 1,805 | $ 2,268 | $ 2,212 | $ 3,873 | $ 1,795 | $ 1,256 | $ 4,480 | $ 3,051 | $ 6,285 | $ 6,925 | $ 10,417 | $ 8,776 |
STOCK-BASED COMPENSATION - Summ
STOCK-BASED COMPENSATION - Summary Of Share-based Payment Arrangement, Restricted Stock Unit, Activity (Detail) - Restricted Stock Units (RSUs) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
Number of awards outstanding (in thousands) | ||
Unvested RSUs at beginning of period (in shares) | 5,515 | 0 |
RSUs granted (in shares) | 4,230 | 5,789 |
RSUs vested (in shares) | (395) | (52) |
RSUs forfeited and canceled (in shares) | (123) | (222) |
Unvested RSUs at end of period (in shares) | 9,227 | 5,515 |
Weighted-average grant date fair value (per share) | ||
Unvested RSUs at beginning of period (in dollars per share) | $ 6.69 | $ 0 |
RSUs granted (in dollars per share) | 1.72 | 6.24 |
RSUs vested (in dollars per share) | 6.78 | 6.88 |
RSUs forfeited and canceled (in dollars per share) | 6.97 | 6.97 |
Unvested RSUs at end of period (in dollars per share) | $ 5.54 | $ 6.69 |
Aggregate intrinsic value (in thousands) | ||
Unvested RSUs at beginning of period | $ 34,191 | $ 0 |
RSUs granted | 7,297 | 36,101 |
RSUs vested | (2,680) | (362) |
RSUs forfeited and canceled | (859) | (1,548) |
Unvested RSUs at end of period | $ 37,949 | $ 34,191 |
STOCK-BASED COMPENSATION - Addi
STOCK-BASED COMPENSATION - Additional Information (Detail) - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Time-Based Restricted Stock Units (RSUs) | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
RSUs granted (in shares) | 2,100 | 4,000 | |
Performance-Based Restricted Stock Units (RSUs) | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
RSUs granted (in shares) | 2,100 | 1,700 | |
Restricted Stock Units (RSUs) | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
RSUs granted (in shares) | 4,230 | 5,789 | |
Unrecognized Compensation Cost | $ 26,300 | $ 24,272 | $ 0 |
Remaining recognition period (in years) | 2 years 2 months 12 days | 2 years 7 months 6 days |
STOCK-BASED COMPENSATION - Su_2
STOCK-BASED COMPENSATION - Summary of Share-based Compensation Expense (Detail) - Restricted Stock Units (RSUs) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Total Stock Compensation Expense | $ 2,570 | $ 2,050 | $ 10,296 | $ 4,564 |
Income tax benefit related to share-based compensation expense | $ 246 | $ 264 |
WARRANTS ON COMMON STOCK (Detai
WARRANTS ON COMMON STOCK (Detail) - USD ($) | Mar. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Sep. 30, 2021 |
Class of Warrant or Right [Line Items] | ||||
Warrants outstanding (in shares) | 8,911,744 | |||
Warrant | ||||
Class of Warrant or Right [Line Items] | ||||
Share price (in dollars per share) | $ 0.13 | $ 0.12 | $ 1.05 | |
Private Placement Warrants | ||||
Class of Warrant or Right [Line Items] | ||||
Warrants outstanding (in shares) | 272,779 | |||
Aggregate value of warrants | $ 35,500 | $ 32,700 | $ 300,000 |
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 | 6 Months Ended | 9 Months Ended | 12 Months Ended | |||||||||
Mar. 31, 2023 | Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | |
Numerator: | |||||||||||||
Net loss attributable to the Company | $ (18,490) | $ (14,277) | $ (10,790) | $ (11,572) | $ (4,373) | $ (6,202) | $ (1,999) | $ (22,362) | $ (8,201) | $ (36,639) | $ (12,574) | $ (106,200) | $ (24,776) |
Weighted average shares outstanding (in Number): | |||||||||||||
Basic (in shares) | 76,524,735 | 76,240,530 | 76,239,989 | 74,040,261 | 32,098,715 | 31,647,131 | 31,647,131 | 75,146,201 | 31,647,131 | 75,514,986 | 31,799,313 | 75,710,904 | 41,933,050 |
Diluted (in shares) | 76,524,735 | 76,240,530 | 76,239,989 | 74,040,261 | 32,098,715 | 31,647,131 | 31,647,131 | 75,146,201 | 31,647,131 | 75,514,986 | 31,799,313 | 75,710,904 | 41,933,050 |
Net loss per unit attributable to common stockholder | |||||||||||||
Basic (in dollars per share) | $ (0.24) | $ (0.19) | $ (0.14) | $ (0.16) | $ (0.26) | $ (0.43) | $ (0.30) | $ (0.30) | $ (0.73) | $ (0.48) | $ (0.98) | $ (1.40) | $ (1.04) |
Diluted (in dollars per share) | $ (0.24) | $ (0.19) | $ (0.14) | $ (0.16) | $ (0.26) | $ (0.43) | $ (0.30) | $ (0.30) | $ (0.73) | $ (0.48) | $ (0.98) | $ (1.40) | $ (1.04) |
NET LOSS PER SHARE - Summary _2
NET LOSS PER SHARE - Summary Of Diluted Shares Outstanding (Detail) - shares | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Common stock issued under the Backstop Agreement | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities excluded from computation of earnings per share (in shares) | 9,600,031 | 9,600,031 | 9,600,031 | 9,600,031 |
Restricted stock grants with only service conditions | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities excluded from computation of earnings per share (in shares) | 4,529,117 | 3,108,277 | 3,552,416 | 0 |
Private Placement Warrants | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities excluded from computation of earnings per share (in shares) | 272,779 | 272,779 |
NATURE OF OPERATIONS (Detail)
NATURE OF OPERATIONS (Detail) | Sep. 30, 2021 |
Disposal Group, Disposed of by Sale, Not Discontinued Operations | Corp Merger Sub | Pubco | Sponsor | |
Organization, Consolidation And Presentation Of Financial Statements [Line Items] | |
Ownership percentage of disposed entity | 1 |
SUMMARY OF SIGNIFICANT ACCOUN_6
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Additional Information (Detail) | 12 Months Ended | ||
Dec. 31, 2022 USD ($) segment | Dec. 31, 2021 USD ($) | Sep. 30, 2021 | |
Accounting Policies [Line Items] | |||
Number of operating segments | segment | 1 | ||
Number of reportable segments | segment | 1 | ||
Maximum vesting period of company matching contributions under plan | 4 years | ||
Aggregate company contribution under plan | $ 500,000 | $ 400,000 | |
Assets classified as held for sale | 0 | 0 | |
Amounts reclassified out of Accumulated Other Comprehensive Loss | $ 0 | $ 0 | |
Pre-combination KORE | Equity Holders | |||
Accounting Policies [Line Items] | |||
Equity method investment ownership percentage | 54% |
SUMMARY OF SIGNIFICANT ACCOUN_7
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Schedule of Estimated Useful Lives of Property and Equipment (Detail) | 12 Months Ended |
Dec. 31, 2022 | |
Computer hardware and software | |
Property, Plant and Equipment [Line Items] | |
Depreciation rate for property and equipment | 30% |
Networking equipment | |
Property, Plant and Equipment [Line Items] | |
Depreciation rate for property and equipment | 20% |
Furniture and fixtures | |
Property, Plant and Equipment [Line Items] | |
Depreciation rate for property and equipment | 20% |
SUMMARY OF SIGNIFICANT ACCOUN_8
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Schedule of Estimated Useful Lives of Intangible Assets (Detail) | 12 Months Ended |
Dec. 31, 2022 | |
Carrier contracts | |
Finite-Lived Intangible Assets [Line Items] | |
Useful life of definite lived intangible assets | 10 years |
Minimum | Customer relationships | |
Finite-Lived Intangible Assets [Line Items] | |
Useful life of definite lived intangible assets | 10 years |
Minimum | Technology | |
Finite-Lived Intangible Assets [Line Items] | |
Useful life of definite lived intangible assets | 5 years |
Minimum | Trademarks | |
Finite-Lived Intangible Assets [Line Items] | |
Useful life of definite lived intangible assets | 9 years |
Minimum | Internally developed computer software | |
Finite-Lived Intangible Assets [Line Items] | |
Useful life of definite lived intangible assets | 3 years |
Maximum | Customer relationships | |
Finite-Lived Intangible Assets [Line Items] | |
Useful life of definite lived intangible assets | 13 years |
Maximum | Technology | |
Finite-Lived Intangible Assets [Line Items] | |
Useful life of definite lived intangible assets | 9 years |
Maximum | Trademarks | |
Finite-Lived Intangible Assets [Line Items] | |
Useful life of definite lived intangible assets | 10 years |
Maximum | Internally developed computer software | |
Finite-Lived Intangible Assets [Line Items] | |
Useful life of definite lived intangible assets | 5 years |
SUMMARY OF SIGNIFICANT ACCOUN_9
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Summary of Effect on Balance Sheet Due to Adoption of Topic 842 (Detail) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 | Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Jan. 01, 2022 | Dec. 31, 2021 | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||||||
Operating lease right-of-use assets | $ 9,501 | $ 10,019 | $ 10,430 | $ 8,110 | $ 8,565 | |||||
Current portion of operating lease liabilities | 1,649 | 1,811 | 1,872 | 1,976 | 1,643 | |||||
Non-current portion of operating lease liabilities | 8,961 | 9,275 | 9,501 | 6,852 | 7,430 | |||||
Current portion of capital lease liabilities included in Accrued liabilities | $ 191 | $ 528 | $ 641 | $ 504 | ||||||
Current portion of finance lease liabilities included in Accrued liabilities | 115 | |||||||||
Non-current portion of capital lease liabilities included in Other long-term liabilities | 304 | 362 | 420 | |||||||
Non-current portion of finance lease liabilities included in Other long-term liabilities | 135 | |||||||||
Accrued liabilities | $ 15,850 | $ 15,793 | 14,590 | 15,660 | 11,676 | 22,353 | ||||
Cumulative Effect, Period of Adoption, Adjustment | Accounting Standards Update 2016-02 | ||||||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||||||
Operating lease right-of-use assets | $ 9,278 | |||||||||
Current portion of operating lease liabilities | 2,121 | |||||||||
Non-current portion of operating lease liabilities | 7,483 | |||||||||
Current portion of capital lease liabilities included in Accrued liabilities | (191) | |||||||||
Current portion of finance lease liabilities included in Accrued liabilities | 191 | |||||||||
Non-current portion of capital lease liabilities included in Other long-term liabilities | (264) | |||||||||
Non-current portion of finance lease liabilities included in Other long-term liabilities | 264 | |||||||||
Accrued liabilities | (326) | |||||||||
Cumulative Effect, Period of Adoption, Adjusted Balance | ||||||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||||||
Operating lease right-of-use assets | 9,278 | |||||||||
Current portion of operating lease liabilities | 2,121 | |||||||||
Non-current portion of operating lease liabilities | 7,483 | |||||||||
Current portion of capital lease liabilities included in Accrued liabilities | 0 | |||||||||
Current portion of finance lease liabilities included in Accrued liabilities | 191 | |||||||||
Non-current portion of capital lease liabilities included in Other long-term liabilities | 0 | |||||||||
Non-current portion of finance lease liabilities included in Other long-term liabilities | 264 | |||||||||
Accrued liabilities | $ 22,027 | |||||||||
As previously reported | ||||||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||||||
Operating lease right-of-use assets | 10,430 | 7,914 | 9,050 | |||||||
Current portion of operating lease liabilities | 1,872 | 1,764 | 2,027 | |||||||
Non-current portion of operating lease liabilities | 9,501 | 6,852 | 7,430 | |||||||
Current portion of capital lease liabilities included in Accrued liabilities | 191 | 528 | 641 | 504 | ||||||
Non-current portion of capital lease liabilities included in Other long-term liabilities | 264 | $ 304 | $ 362 | $ 420 | ||||||
Accrued liabilities | $ 14,290 | $ 15,348 | $ 11,424 | $ 22,353 |
SUMMARY OF SIGNIFICANT ACCOU_10
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, 2023 | Dec. 31, 2022 | Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Jan. 01, 2022 | Dec. 31, 2021 | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||||||
Long-term debt and other borrowings, net | $ 413,090 | $ 413,910 | $ 414,683 | $ 413,788 | $ 414,026 | $ 399,115 | $ 378,356 | $ 297,773 | $ 298,010 | |
Additional paid-in capital | 437,677 | 435,292 | 432,566 | 429,547 | 427,046 | 413,315 | 412,985 | 121,321 | 128,538 | |
Deferred tax liabilities | 23,272 | 25,248 | 33,454 | 35,034 | 38,196 | 37,925 | 36,378 | 40,462 | 42,375 | |
Accumulated deficit | $ (266,728) | $ (248,238) | (178,677) | (164,400) | (153,610) | (142,337) | (130,135) | (125,762) | (119,560) | |
Cumulative Effect, Period of Adoption, Adjustment | Accounting Standards Update 2020-06 | ||||||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||||||
Long-term debt and other borrowings, net | $ 15,163 | |||||||||
Additional paid-in capital | (11,613) | |||||||||
Deferred tax liabilities | (3,849) | |||||||||
Accumulated deficit | 299 | |||||||||
Cumulative Effect, Period of Adoption, Adjusted Balance | ||||||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||||||
Long-term debt and other borrowings, net | 414,278 | |||||||||
Additional paid-in capital | 401,702 | |||||||||
Deferred tax liabilities | 34,076 | |||||||||
Accumulated deficit | $ (142,038) | |||||||||
As previously reported | ||||||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||||||
Long-term debt and other borrowings, net | 414,683 | 413,788 | 414,026 | 399,115 | 378,356 | 297,773 | 298,010 | |||
Additional paid-in capital | 432,897 | 429,878 | 427,377 | 413,646 | 413,316 | 121,321 | 128,538 | |||
Deferred tax liabilities | 29,926 | 32,618 | 36,443 | 36,722 | 34,580 | 38,474 | 41,393 | |||
Accumulated deficit | $ (172,953) | $ (159,928) | $ (148,787) | $ (138,179) | $ (126,200) | $ (121,692) | $ (114,807) |
REVISION OF PREVIOUSLY REPORT_3
REVISION OF PREVIOUSLY REPORTED CONSOLIDATED FINANCIAL STATEMENTS - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | |||||||||
Mar. 31, 2023 | Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | |
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||||||||||
Income tax expense | $ (369) | $ (1,805) | $ (2,268) | $ (2,212) | $ (3,873) | $ (1,795) | $ (1,256) | $ (4,480) | $ (3,051) | $ (6,285) | $ (6,925) | $ (10,417) | $ (8,776) |
Other long-term liabilities | 11,404 | 10,790 | 6,450 | ||||||||||
Selling, general and administrative | 30,200 | 28,904 | 29,407 | 27,717 | 26,114 | 21,741 | 19,010 | 57,125 | 40,751 | 86,029 | 66,864 | 112,220 | 92,303 |
Accounts receivable, net | 48,055 | 41,712 | 51,044 | 57,439 | 52,895 | 47,841 | 42,358 | 51,044 | 47,841 | 41,712 | 52,895 | 44,538 | 51,615 |
Total revenue | $ 65,975 | 66,137 | 70,921 | 68,978 | 67,933 | 60,798 | 55,352 | 139,899 | 116,150 | 206,036 | 184,084 | 268,447 | 248,435 |
Accumulated Amortization | $ (340,278) | (290,420) | |||||||||||
Adjustments | Income tax adjustments | |||||||||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||||||||||
Income tax expense | 808 | 350 | 371 | 299 | 165 | 238 | 721 | 403 | 1,529 | 702 | 732 | ||
Other long-term liabilities | 800 | 400 | 400 | 300 | 200 | 200 | 400 | 200 | 800 | 300 | 700 | ||
Adjustments | Indirect tax adjustments | |||||||||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||||||||||
Other long-term liabilities | 100 | 100 | 100 | 100 | 100 | 100 | 100 | 100 | 100 | 100 | 500 | ||
Selling, general and administrative | 79 | 79 | 79 | 114 | 114 | 114 | 158 | 228 | 237 | 342 | 457 | ||
Adjustments | Error Correction, Other, Customer Billing Error | |||||||||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||||||||||
Accounts receivable, net | 50 | 50 | 50 | 50 | 50 | 50 | 50 | 50 | 50 | 50 | 220 | ||
Total revenue | 50 | 50 | 50 | 50 | 50 | 50 | 220 | ||||||
Adjustments | Error Correction, Other, Purchase Price Allocation Misclass | |||||||||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||||||||||
Accumulated Amortization | 20 | 20 | 20 | 20 | 20 | 20 | 20 | 20 | 20 | 20 | (80) | ||
Adjustments | Error Correction, Other, Recognition Period Error | |||||||||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||||||||||
Total revenue | (600) | 600 | |||||||||||
Adjustments | Error Correction, Other, Recognition Period Error | IPO | |||||||||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||||||||||
Initial public offering costs | (1,400) | 1,400 | |||||||||||
Adjustments | Error Correction, Other, Pre-Tax Loss Tax Effect | |||||||||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||||||||||
Income tax expense | (70) | 140 | (40) | (460) | 690 | (230) | 190 | ||||||
Other long-term liabilities | $ (70) | $ 140 | $ (40) | $ (460) | $ 690 | $ (230) | $ 140 | $ 690 | $ (70) | $ (460) | $ 190 |
REVISION OF PREVIOUSLY REPORT_4
REVISION OF PREVIOUSLY REPORTED CONSOLIDATED FINANCIAL STATEMENTS - Consolidated Balance Sheets (Details) - USD ($) $ / shares in Units, $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 | Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Dec. 31, 2021 | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Dec. 31, 2020 |
Current assets | ||||||||||
Cash | $ 30,600 | $ 34,645 | $ 42,925 | $ 40,441 | $ 31,914 | $ 85,976 | $ 72,689 | $ 8,300 | $ 13,134 | |
Accounts receivable, net | 48,055 | 44,538 | 41,712 | 51,044 | 57,439 | 51,615 | 52,895 | 47,841 | 42,358 | |
Inventories, net | 8,774 | 10,051 | 8,272 | 9,897 | 11,789 | 15,470 | 12,147 | 9,864 | 6,627 | |
Income taxes receivable | 424 | 502 | 1,532 | 901 | 1,225 | 934 | 704 | 724 | 327 | |
Prepaid expenses and other receivables | 12,625 | 13,484 | 12,930 | 8,703 | 7,274 | 7,363 | 14,960 | 14,726 | 9,908 | |
Total current assets | 100,478 | 103,220 | 107,371 | 110,986 | 109,641 | 161,358 | 153,395 | 81,455 | 72,354 | |
Non-current assets | ||||||||||
Restricted cash | 361 | 362 | 358 | 363 | 370 | 367 | 367 | 371 | 372 | |
Property and equipment, net | 12,137 | 11,899 | 12,141 | 11,890 | 12,167 | 12,240 | 12,630 | 12,606 | 13,338 | |
Intangibles assets, net | 183,252 | 192,504 | 200,398 | 210,946 | 221,856 | 202,550 | 211,688 | 221,024 | 228,939 | |
Goodwill | 369,870 | 369,706 | 427,057 | 427,579 | 428,153 | 383,415 | 383,643 | 383,880 | 383,736 | $ 384,202 |
Other long-term assets | 876 | 971 | 653 | 381 | 401 | 407 | 458 | 3,531 | 2,595 | |
Total assets | 676,529 | 688,736 | 758,973 | 770,255 | 781,153 | 760,337 | 762,295 | 702,986 | 701,456 | |
Current liabilities | ||||||||||
Accounts payable | 23,264 | 17,835 | 18,201 | 19,288 | 19,901 | 16,004 | 20,522 | 23,181 | 19,515 | |
Accrued liabilities | 22,353 | 27,505 | 13,377 | 9,763 | ||||||
Income taxes payable | 1,212 | 207 | 0 | 0 | 554 | 467 | 596 | 640 | 710 | |
Current portion of capital lease obligations | 191 | 528 | 641 | 504 | ||||||
Deferred revenue | 7,732 | 7,817 | 7,012 | 7,014 | 7,020 | 6,889 | 6,797 | 7,074 | 7,634 | |
Current portion of long-term debt and other borrowings, net | 5,370 | 5,345 | 5,319 | 3,165 | 3,206 | 3,326 | 3,153 | 3,153 | 3,153 | |
Total current liabilities | 55,077 | 48,808 | 46,994 | 47,103 | 44,000 | 49,039 | 59,101 | 70,066 | 61,279 | |
Non-current liabilities | ||||||||||
Deferred tax liabilities | 23,272 | 25,248 | 33,454 | 35,034 | 38,196 | 37,925 | 36,378 | 40,462 | 42,375 | |
Warrant liability | 30 | 33 | 33 | 153 | 259 | 286 | 273 | 13,561 | 13,520 | |
Capital lease obligations | 304 | 362 | 420 | |||||||
Long-term debt and other borrowings, net | 413,090 | 413,910 | 414,683 | 413,788 | 414,026 | 399,115 | 378,356 | 297,773 | 298,010 | |
Other long-term liabilities | 6,450 | 7,199 | 7,155 | 6,802 | ||||||
Total liabilities | 511,834 | 508,064 | 513,250 | 511,059 | 511,295 | 492,815 | 482,733 | 430,944 | 423,945 | |
Stockholders’ equity | ||||||||||
Common stock, voting; par value $0.0001 per share; 315,000,000 shares authorized, 72,027,743 shares issued and outstanding at December 31, 2021 | $ 8 | $ 8 | 8 | 8 | 8 | $ 7 | $ 7 | 3 | 3 | |
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||||
Common stock, shares authorized (in shares) | 315,000,000 | 315,000,000 | 315,000,000 | |||||||
Common stock, shares issued (in shares) | 76,552,595 | 76,292,241 | 72,027,743 | |||||||
Common stock, shares outstanding (in shares) | 76,552,595 | 76,292,241 | 72,027,743 | 71,810,419 | ||||||
Additional paid-in capital | $ 437,677 | $ 435,292 | 432,566 | 429,547 | 427,046 | $ 413,315 | $ 412,985 | 121,321 | 128,538 | |
Accumulated other comprehensive loss | (6,262) | (6,390) | (8,174) | (5,959) | (3,586) | (3,463) | (3,295) | (2,040) | (2,458) | |
Accumulated deficit | (266,728) | (248,238) | (178,677) | (164,400) | (153,610) | (142,337) | (130,135) | (125,762) | (119,560) | |
Total stockholders’ equity | 164,695 | 180,672 | 245,723 | 259,196 | 269,858 | 267,522 | 279,562 | (6,478) | 6,523 | 16,496 |
Total liabilities and stockholders’ equity | $ 676,529 | $ 688,736 | 758,973 | 770,255 | 781,153 | 760,337 | 762,295 | 702,986 | 701,456 | |
As previously reported | ||||||||||
Current assets | ||||||||||
Cash | 42,925 | 40,441 | 31,914 | 85,976 | 72,689 | 8,300 | 13,134 | |||
Accounts receivable, net | 41,237 | 50,767 | 57,073 | 51,304 | 52,638 | 47,639 | 42,210 | |||
Inventories, net | 8,272 | 9,897 | 12,069 | 15,470 | 12,147 | 9,864 | 6,627 | |||
Income taxes receivable | 711 | 712 | 1,239 | 954 | 418 | 441 | 324 | |||
Prepaid expenses and other receivables | 13,316 | 9,089 | 7,660 | 7,448 | 14,540 | 14,246 | 10,811 | |||
Total current assets | 106,461 | 110,906 | 109,955 | 161,152 | 152,432 | 80,490 | 73,106 | |||
Non-current assets | ||||||||||
Restricted cash | 358 | 363 | 370 | 367 | 367 | 371 | 372 | |||
Property and equipment, net | 12,141 | 11,890 | 12,167 | 12,240 | 12,630 | 12,606 | 13,338 | |||
Intangibles assets, net | 201,260 | 211,829 | 222,759 | 203,474 | 212,633 | 221,990 | 229,926 | |||
Goodwill | 425,604 | 426,126 | 426,700 | 381,962 | 382,190 | 382,427 | 382,283 | |||
Other long-term assets | 653 | 381 | 401 | 407 | 458 | 3,531 | 2,595 | |||
Total assets | 757,473 | 769,409 | 781,402 | 759,602 | 760,824 | 701,534 | 701,742 | |||
Current liabilities | ||||||||||
Accounts payable | 18,201 | 19,288 | 19,901 | 16,004 | 20,522 | 23,181 | 19,515 | |||
Accrued liabilities | 21,311 | 26,362 | 12,496 | 8,685 | ||||||
Income taxes payable | 381 | 502 | 959 | 467 | 706 | 640 | 730 | |||
Current portion of capital lease obligations | 191 | 528 | 641 | 504 | ||||||
Deferred revenue | 7,012 | 7,698 | 7,020 | 6,889 | 6,797 | 7,074 | 7,634 | |||
Current portion of long-term debt and other borrowings, net | 5,319 | 3,165 | 3,206 | 3,326 | 3,153 | 3,153 | 3,153 | |||
Total current liabilities | 47,075 | 47,765 | 44,537 | 48,188 | 58,068 | 69,185 | 60,221 | |||
Non-current liabilities | ||||||||||
Deferred tax liabilities | 29,926 | 32,618 | 36,443 | 36,722 | 34,580 | 38,474 | 41,393 | |||
Warrant liability | 33 | 153 | 259 | 286 | 273 | 13,561 | 13,520 | |||
Capital lease obligations | 264 | 304 | 362 | 420 | ||||||
Long-term debt and other borrowings, net | 414,683 | 413,788 | 414,026 | 399,115 | 378,356 | 297,773 | 298,010 | |||
Other long-term liabilities | 2,884 | 4,154 | 4,296 | 4,194 | ||||||
Total liabilities | 506,012 | 505,525 | 506,319 | 487,459 | 476,857 | 425,216 | 419,297 | |||
Stockholders’ equity | ||||||||||
Common stock, voting; par value $0.0001 per share; 315,000,000 shares authorized, 72,027,743 shares issued and outstanding at December 31, 2021 | 8 | 8 | 8 | 7 | 7 | 3 | 3 | |||
Additional paid-in capital | 432,897 | 429,878 | 427,377 | 413,646 | 413,316 | 121,321 | 128,538 | |||
Accumulated other comprehensive loss | (8,491) | (6,074) | (3,515) | (3,331) | (3,156) | (1,834) | (2,577) | |||
Accumulated deficit | (172,953) | (159,928) | (148,787) | (138,179) | (126,200) | (121,692) | (114,807) | |||
Total stockholders’ equity | 251,461 | 263,884 | 275,083 | 272,143 | 283,967 | (2,202) | 11,157 | 20,216 | ||
Total liabilities and stockholders’ equity | 757,473 | 769,409 | 781,402 | 759,602 | 760,824 | 701,534 | 701,742 | |||
Adjustments | ||||||||||
Stockholders’ equity | ||||||||||
Total stockholders’ equity | (5,738) | (4,688) | (5,225) | (4,621) | (4,405) | (4,276) | (4,634) | $ (3,720) | ||
Adjustments | Income tax adjustments | ||||||||||
Non-current liabilities | ||||||||||
Deferred tax liabilities | 2,497 | 1,801 | 1,627 | 1,435 | 1,419 | 1,378 | 1,326 | |||
Other long-term liabilities | 1,994 | 1,986 | 1,796 | 1,658 | ||||||
Total liabilities | 4,510 | 3,903 | 3,739 | 3,429 | 3,405 | 3,174 | 2,984 | |||
Stockholders’ equity | ||||||||||
Accumulated other comprehensive loss | 403 | 201 | 15 | (46) | (53) | (120) | (95) | |||
Accumulated deficit | (4,913) | (4,104) | (3,754) | (3,383) | (3,352) | (3,054) | (2,889) | |||
Total stockholders’ equity | (4,510) | (3,903) | (3,739) | (3,429) | (3,405) | (3,174) | (2,984) | |||
Adjustments | Indirect tax adjustments | ||||||||||
Non-current liabilities | ||||||||||
Other long-term liabilities | 1,257 | 1,142 | 1,028 | 914 | ||||||
Total liabilities | 1,493 | 1,414 | 1,335 | 1,257 | 1,142 | 1,028 | 914 | |||
Stockholders’ equity | ||||||||||
Accumulated deficit | (1,493) | (1,414) | (1,335) | (1,257) | (1,142) | (1,028) | (914) | |||
Total stockholders’ equity | (1,493) | (1,414) | (1,335) | (1,257) | (1,142) | (1,028) | (914) | |||
Adjustments | Other Adjustments | ||||||||||
Current assets | ||||||||||
Accounts receivable, net | 475 | 277 | 366 | 311 | 257 | 202 | 148 | |||
Inventories, net | (280) | |||||||||
Income taxes receivable | 821 | 189 | (14) | (20) | 286 | 283 | 3 | |||
Prepaid expenses and other receivables | (386) | (386) | (386) | (85) | 420 | 480 | (903) | |||
Total current assets | 910 | 80 | (314) | 206 | 963 | 965 | (752) | |||
Non-current assets | ||||||||||
Intangibles assets, net | (862) | (883) | (903) | (924) | (945) | (966) | (987) | |||
Goodwill | 1,453 | 1,453 | 1,453 | 1,453 | 1,453 | 1,453 | 1,453 | |||
Total assets | 1,500 | 846 | (249) | 735 | 1,471 | 1,452 | (286) | |||
Current liabilities | ||||||||||
Accrued liabilities | 1,042 | 1,143 | 881 | 1,078 | ||||||
Income taxes payable | (381) | (502) | (405) | (110) | (20) | |||||
Current portion of capital lease obligations | (191) | |||||||||
Deferred revenue | (684) | |||||||||
Total current liabilities | (81) | (662) | (537) | 851 | 1,033 | 881 | 1,058 | |||
Non-current liabilities | ||||||||||
Deferred tax liabilities | 1,031 | 615 | 126 | (232) | 379 | 610 | (344) | |||
Capital lease obligations | (264) | |||||||||
Other long-term liabilities | 315 | (83) | 35 | 36 | ||||||
Total liabilities | 1,235 | 217 | (98) | 670 | 1,329 | 1,526 | 750 | |||
Stockholders’ equity | ||||||||||
Additional paid-in capital | (331) | (331) | (331) | (331) | (331) | |||||
Accumulated other comprehensive loss | (86) | (86) | (86) | (86) | (86) | (86) | 214 | |||
Accumulated deficit | 682 | 1,046 | 266 | 482 | 559 | 12 | (950) | |||
Total stockholders’ equity | 265 | 629 | (151) | 65 | 142 | (74) | (736) | |||
Total liabilities and stockholders’ equity | $ 1,500 | $ 846 | $ (249) | $ 735 | $ 1,471 | $ 1,452 | $ (286) |
REVISION OF PREVIOUSLY REPORT_5
REVISION OF PREVIOUSLY REPORTED CONSOLIDATED FINANCIAL STATEMENTS - Consolidated Statements of Operations (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | |||||||||
Mar. 31, 2023 | Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | |
Revenue | |||||||||||||
Total revenue | $ 65,975 | $ 66,137 | $ 70,921 | $ 68,978 | $ 67,933 | $ 60,798 | $ 55,352 | $ 139,899 | $ 116,150 | $ 206,036 | $ 184,084 | $ 268,447 | $ 248,435 |
Cost of revenue | |||||||||||||
Total cost of revenue (exclusive of depreciation and amortization shown separately below) | 30,317 | 31,541 | 33,628 | 35,273 | 34,955 | 29,135 | 23,869 | 68,900 | 53,004 | 100,441 | 87,961 | 129,154 | 121,360 |
Operating expenses | |||||||||||||
Selling, general and administrative | 30,200 | 28,904 | 29,407 | 27,717 | 26,114 | 21,741 | 19,010 | 57,125 | 40,751 | 86,029 | 66,864 | 112,220 | 92,303 |
Depreciation and amortization | 14,125 | 13,688 | 13,753 | 13,175 | 12,419 | 12,372 | 13,093 | 26,928 | 25,465 | 40,616 | 37,884 | 54,499 | 50,331 |
Total operating expenses | 44,325 | 42,592 | 43,160 | 40,892 | 38,533 | 34,113 | 32,103 | 84,053 | 66,216 | 126,645 | 104,748 | 224,793 | 142,634 |
Operating loss | (8,667) | (7,996) | (5,867) | (7,187) | (5,555) | (2,450) | (620) | (13,054) | (3,070) | (21,050) | (8,625) | (85,500) | (15,559) |
Interest expense, including amortization of deferred financing costs, net | 10,195 | 8,206 | 7,297 | 6,624 | 5,589 | 5,506 | 5,059 | 13,921 | 10,565 | 22,127 | 16,155 | 31,371 | 23,260 |
Change in fair value of warrant liability | (3) | (120) | (106) | (27) | (2,898) | 41 | (2,424) | (133) | (2,383) | (253) | (5,281) | (254) | (5,267) |
Loss before income taxes | (18,859) | (16,082) | (13,058) | (13,784) | (8,246) | (7,997) | (3,255) | (26,842) | (11,252) | (42,924) | (19,499) | (116,617) | (33,552) |
Income tax expense (benefit) | (369) | (1,805) | (2,268) | (2,212) | (3,873) | (1,795) | (1,256) | (4,480) | (3,051) | (6,285) | (6,925) | (10,417) | (8,776) |
Net loss | $ (18,490) | $ (14,277) | $ (10,790) | $ (11,572) | $ (4,373) | $ (6,202) | $ (1,999) | $ (22,362) | $ (8,201) | $ (36,639) | $ (12,574) | $ (106,200) | $ (24,776) |
Loss per share: | |||||||||||||
Basic (in dollars per share) | $ (0.24) | $ (0.19) | $ (0.14) | $ (0.16) | $ (0.26) | $ (0.43) | $ (0.30) | $ (0.30) | $ (0.73) | $ (0.48) | $ (0.98) | $ (1.40) | $ (1.04) |
Diluted (in dollars per share) | $ (0.24) | $ (0.19) | $ (0.14) | $ (0.16) | $ (0.26) | $ (0.43) | $ (0.30) | $ (0.30) | $ (0.73) | $ (0.48) | $ (0.98) | $ (1.40) | $ (1.04) |
Weighted average shares outstanding (in Number): | |||||||||||||
Basic (in shares) | 76,524,735 | 76,240,530 | 76,239,989 | 74,040,261 | 32,098,715 | 31,647,131 | 31,647,131 | 75,146,201 | 31,647,131 | 75,514,986 | 31,799,313 | 75,710,904 | 41,933,050 |
Diluted (in shares) | 76,524,735 | 76,240,530 | 76,239,989 | 74,040,261 | 32,098,715 | 31,647,131 | 31,647,131 | 75,146,201 | 31,647,131 | 75,514,986 | 31,799,313 | 75,710,904 | 41,933,050 |
Services | |||||||||||||
Revenue | |||||||||||||
Total revenue | $ 47,550 | $ 46,448 | $ 47,805 | $ 47,543 | $ 48,483 | $ 46,430 | $ 45,117 | $ 95,348 | $ 91,547 | $ 141,796 | $ 140,031 | $ 188,985 | $ 188,180 |
Cost of revenue | |||||||||||||
Total cost of revenue (exclusive of depreciation and amortization shown separately below) | 16,543 | 16,581 | 16,610 | 17,550 | 17,370 | 17,624 | 15,943 | 34,159 | 33,567 | 50,740 | 50,938 | 67,268 | 69,385 |
Products | |||||||||||||
Revenue | |||||||||||||
Total revenue | 18,425 | 19,689 | 23,116 | 21,435 | 19,450 | 14,368 | 10,235 | 44,551 | 24,603 | 64,240 | 44,053 | 79,462 | 60,255 |
Cost of revenue | |||||||||||||
Total cost of revenue (exclusive of depreciation and amortization shown separately below) | $ 13,774 | 14,960 | 17,018 | 17,723 | 17,585 | 11,511 | 7,926 | 34,741 | 19,437 | 49,701 | 37,023 | $ 61,886 | 51,975 |
As previously reported | |||||||||||||
Revenue | |||||||||||||
Total revenue | 66,640 | 70,353 | 68,941 | 67,878 | 60,743 | 55,297 | 139,294 | 116,040 | 205,934 | 183,919 | 248,217 | ||
Cost of revenue | |||||||||||||
Total cost of revenue (exclusive of depreciation and amortization shown separately below) | 31,569 | 33,875 | 34,972 | 34,964 | 29,337 | 24,372 | 68,846 | 53,709 | 100,415 | 88,675 | 122,224 | ||
Operating expenses | |||||||||||||
Selling, general and administrative | 28,841 | 29,413 | 27,628 | 26,001 | 23,004 | 17,521 | 57,042 | 40,525 | 85,883 | 66,525 | 91,733 | ||
Depreciation and amortization | 13,709 | 13,774 | 13,196 | 12,440 | 12,393 | 13,114 | 26,970 | 25,507 | 40,679 | 37,947 | 50,414 | ||
Total operating expenses | 42,550 | 43,187 | 40,824 | 38,441 | 35,397 | 30,635 | 84,012 | 66,032 | 126,562 | 104,472 | 142,147 | ||
Operating loss | (7,479) | (6,709) | (6,855) | (5,527) | (3,991) | 290 | (13,564) | (3,701) | (21,043) | (9,228) | (16,154) | ||
Interest expense, including amortization of deferred financing costs, net | 8,206 | 7,297 | 6,624 | 5,589 | 5,506 | 5,059 | 13,921 | 10,565 | 22,127 | 16,155 | 23,260 | ||
Change in fair value of warrant liability | (120) | (106) | (27) | (2,898) | 41 | (2,424) | (133) | (2,383) | (253) | (5,281) | (5,267) | ||
Loss before income taxes | (15,565) | (13,900) | (13,452) | (8,218) | (9,538) | (2,345) | (27,352) | (11,883) | (42,917) | (20,102) | (34,147) | ||
Income tax expense (benefit) | (2,540) | (2,759) | (2,545) | (3,710) | (2,653) | (1,264) | (5,304) | (3,917) | (7,844) | (7,628) | (9,694) | ||
Net loss | $ (13,025) | $ (11,141) | $ (10,907) | $ (4,508) | $ (6,885) | $ (1,081) | $ (22,048) | $ (7,966) | $ (35,073) | $ (12,474) | $ (24,453) | ||
Loss per share: | |||||||||||||
Basic (in dollars per share) | $ (0.17) | $ (0.15) | $ (0.15) | $ (0.26) | $ (0.46) | $ (0.27) | $ (0.29) | $ (0.72) | $ (0.46) | $ (0.98) | $ (1.03) | ||
Diluted (in dollars per share) | $ (0.17) | $ (0.15) | $ (0.15) | $ (0.26) | $ (0.46) | $ (0.27) | $ (0.29) | $ (0.72) | $ (0.46) | $ (0.98) | $ (1.03) | ||
Weighted average shares outstanding (in Number): | |||||||||||||
Basic (in shares) | 76,240,530 | 76,239,989 | 74,040,261 | 32,098,715 | 31,647,131 | 31,647,131 | 75,146,201 | 31,647,131 | 75,514,986 | 31,799,313 | 41,933,050 | ||
Diluted (in shares) | 76,240,530 | 76,239,989 | 74,040,261 | 32,098,715 | 31,647,131 | 31,647,131 | 75,146,201 | 31,647,131 | 75,514,986 | 31,799,313 | 41,933,050 | ||
As previously reported | Services | |||||||||||||
Revenue | |||||||||||||
Total revenue | $ 46,410 | $ 47,778 | $ 47,506 | $ 48,428 | $ 46,375 | $ 45,062 | $ 95,284 | $ 91,437 | $ 141,694 | $ 139,866 | $ 187,962 | ||
Cost of revenue | |||||||||||||
Total cost of revenue (exclusive of depreciation and amortization shown separately below) | 16,609 | 16,577 | 17,529 | 17,379 | 17,826 | 16,211 | 34,105 | 34,037 | 50,714 | 51,417 | 69,867 | ||
As previously reported | Products | |||||||||||||
Revenue | |||||||||||||
Total revenue | 20,230 | 22,575 | 21,435 | 19,450 | 14,368 | 10,235 | 44,010 | 24,603 | 64,240 | 44,053 | 60,255 | ||
Cost of revenue | |||||||||||||
Total cost of revenue (exclusive of depreciation and amortization shown separately below) | 14,960 | 17,298 | 17,443 | 17,585 | 11,511 | 8,161 | 34,741 | 19,672 | 49,701 | 37,258 | 52,357 | ||
Adjustments | |||||||||||||
Operating expenses | |||||||||||||
Net loss | (1,252) | 351 | (665) | 135 | 683 | (918) | (323) | ||||||
Adjustments | Income tax adjustments | |||||||||||||
Operating expenses | |||||||||||||
Income tax expense (benefit) | 808 | 350 | 371 | 299 | 165 | 238 | 721 | 403 | 1,529 | 702 | 732 | ||
Net loss | $ (808) | (350) | $ (371) | $ (299) | $ (165) | $ (238) | $ (721) | $ (403) | $ (1,529) | $ (702) | $ (732) | ||
Loss per share: | |||||||||||||
Basic (in dollars per share) | $ (0.01) | $ (0.01) | $ (0.01) | $ (0.01) | $ (0.01) | $ (0.01) | $ (0.01) | $ (0.02) | $ (0.02) | $ (0.02) | |||
Diluted (in dollars per share) | $ (0.01) | $ (0.01) | $ (0.01) | $ (0.01) | $ (0.01) | $ (0.01) | $ (0.01) | $ (0.02) | $ (0.02) | $ (0.02) | |||
Adjustments | Indirect tax adjustments | |||||||||||||
Operating expenses | |||||||||||||
Selling, general and administrative | $ 79 | 79 | $ 79 | $ 114 | $ 114 | $ 114 | $ 158 | $ 228 | $ 237 | $ 342 | $ 457 | ||
Total operating expenses | 79 | 79 | 79 | 114 | 114 | 114 | 158 | 228 | 237 | 342 | 457 | ||
Operating loss | (79) | (79) | (79) | (114) | (114) | (114) | (158) | (228) | (237) | (342) | (457) | ||
Loss before income taxes | (79) | (79) | (79) | (114) | (114) | (114) | (158) | (228) | (237) | (342) | (457) | ||
Net loss | (79) | (79) | (79) | (114) | (114) | (114) | (158) | $ (228) | (237) | $ (342) | $ (457) | ||
Loss per share: | |||||||||||||
Basic (in dollars per share) | $ (0.01) | $ (0.01) | $ (0.01) | ||||||||||
Diluted (in dollars per share) | $ (0.01) | $ (0.01) | $ (0.01) | ||||||||||
Adjustments | Other Adjustments | |||||||||||||
Revenue | |||||||||||||
Total revenue | (503) | 568 | 37 | 55 | 55 | 55 | 605 | $ 110 | 102 | $ 165 | $ 218 | ||
Cost of revenue | |||||||||||||
Total cost of revenue (exclusive of depreciation and amortization shown separately below) | (28) | (247) | 301 | (9) | (202) | (503) | 54 | (705) | 26 | (714) | (864) | ||
Operating expenses | |||||||||||||
Selling, general and administrative | (16) | (85) | 10 | (1) | (1,377) | 1,375 | (75) | (2) | (91) | (3) | 113 | ||
Depreciation and amortization | (21) | (21) | (21) | (21) | (21) | (21) | (42) | (42) | (63) | (63) | (83) | ||
Total operating expenses | (37) | (106) | (11) | (22) | (1,398) | 1,354 | (117) | (44) | (154) | (66) | 30 | ||
Operating loss | (438) | 921 | (253) | 86 | 1,655 | (796) | 668 | 859 | 230 | 945 | 1,052 | ||
Loss before income taxes | (438) | 921 | (253) | 86 | 1,655 | (796) | 668 | 859 | 230 | 945 | 1,052 | ||
Income tax expense (benefit) | (73) | 141 | (38) | (462) | 693 | (230) | 103 | 463 | 30 | 1 | 186 | ||
Net loss | (365) | $ 780 | (215) | $ 548 | $ 962 | $ (566) | $ 565 | $ 396 | 200 | $ 944 | $ 866 | ||
Loss per share: | |||||||||||||
Basic (in dollars per share) | $ 0.01 | $ 0.02 | $ 0.03 | $ (0.02) | $ 0.01 | $ 0.01 | $ 0.03 | $ 0.02 | |||||
Diluted (in dollars per share) | $ 0.01 | $ 0.02 | $ 0.03 | $ (0.02) | $ 0.01 | $ 0.01 | $ 0.03 | $ 0.02 | |||||
Adjustments | Other Adjustments | Services | |||||||||||||
Revenue | |||||||||||||
Total revenue | 38 | $ 27 | 37 | $ 55 | $ 55 | $ 55 | $ 64 | $ 110 | 102 | $ 165 | $ 218 | ||
Cost of revenue | |||||||||||||
Total cost of revenue (exclusive of depreciation and amortization shown separately below) | (28) | 33 | 21 | $ (9) | $ (202) | (268) | 54 | (470) | $ 26 | (479) | (482) | ||
Adjustments | Other Adjustments | Products | |||||||||||||
Revenue | |||||||||||||
Total revenue | $ (541) | 541 | $ 541 | ||||||||||
Cost of revenue | |||||||||||||
Total cost of revenue (exclusive of depreciation and amortization shown separately below) | $ (280) | $ 280 | $ (235) | $ (235) | $ (235) | $ (382) |
REVISION OF PREVIOUSLY REPORT_6
REVISION OF PREVIOUSLY REPORTED CONSOLIDATED FINANCIAL STATEMENTS - Consolidated Statements of Comprehensive Loss (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | |||||||||
Mar. 31, 2023 | Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | |
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||||||||||
Net loss | $ (18,490) | $ (14,277) | $ (10,790) | $ (11,572) | $ (4,373) | $ (6,202) | $ (1,999) | $ (22,362) | $ (8,201) | $ (36,639) | $ (12,574) | $ (106,200) | $ (24,776) |
Other comprehensive loss: | |||||||||||||
Foreign currency translation adjustment | 128 | (2,215) | (2,373) | (123) | (1,255) | 418 | (896) | (2,496) | (478) | (4,711) | (1,733) | (2,927) | (1,901) |
Comprehensive loss | $ (18,362) | (16,492) | (13,163) | (11,695) | (5,628) | (5,784) | (2,895) | (24,858) | (8,679) | (41,350) | (14,307) | $ (109,127) | (26,677) |
As previously reported | |||||||||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||||||||||
Net loss | (13,025) | (11,141) | (10,907) | (4,508) | (6,885) | (1,081) | (22,048) | (7,966) | (35,073) | (12,474) | (24,453) | ||
Other comprehensive loss: | |||||||||||||
Foreign currency translation adjustment | (2,417) | (2,559) | (184) | (1,322) | 743 | (900) | (2,743) | (157) | (5,160) | (1,479) | (1,654) | ||
Comprehensive loss | (15,442) | (13,700) | (11,091) | (5,830) | (6,142) | (1,981) | (24,791) | (8,123) | (40,233) | (13,953) | (26,107) | ||
Adjustments | |||||||||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||||||||||
Net loss | (1,252) | 351 | (665) | 135 | 683 | (918) | (323) | ||||||
Other comprehensive loss: | |||||||||||||
Foreign currency translation adjustment | 202 | 186 | 61 | 67 | (325) | 4 | (247) | ||||||
Adjustments | Income tax adjustments | |||||||||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||||||||||
Net loss | (808) | (350) | (371) | (299) | (165) | (238) | (721) | (403) | (1,529) | (702) | (732) | ||
Other comprehensive loss: | |||||||||||||
Foreign currency translation adjustment | 202 | 186 | 61 | 67 | (25) | 4 | 247 | (21) | 449 | 46 | 53 | ||
Comprehensive loss | (606) | (164) | (310) | (232) | (190) | (234) | (474) | (424) | (1,080) | (656) | (679) | ||
Adjustments | Indirect tax adjustments | |||||||||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||||||||||
Net loss | (79) | (79) | (79) | (114) | (114) | (114) | (158) | (228) | (237) | (342) | (457) | ||
Other comprehensive loss: | |||||||||||||
Comprehensive loss | (79) | (79) | (79) | (114) | (114) | (114) | (158) | (228) | (237) | (342) | (457) | ||
Adjustments | Other Adjustments | |||||||||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||||||||||
Net loss | (365) | 780 | (215) | 548 | 962 | (566) | 565 | 396 | 200 | 944 | 866 | ||
Other comprehensive loss: | |||||||||||||
Foreign currency translation adjustment | (300) | (300) | (300) | (300) | |||||||||
Comprehensive loss | $ (365) | $ 780 | $ (215) | $ 548 | $ 662 | $ (566) | $ 565 | $ 96 | $ 200 | $ 644 | $ 566 |
REVISION OF PREVIOUSLY REPORT_7
REVISION OF PREVIOUSLY REPORTED CONSOLIDATED FINANCIAL STATEMENTS - Consolidated Statements of Temporary Equity and Stockholders' Equity (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | ||||||||||
Dec. 31, 2021 | Mar. 31, 2023 | Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | |
Increase (Decrease) in Temporary Equity [Roll Forward] | ||||||||||||||
Beginning balance of temporary equity | $ 0 | $ 0 | $ 278,520 | $ 270,988 | $ 263,595 | $ 0 | $ 263,595 | $ 0 | $ 263,595 | $ 0 | $ 263,595 | |||
Accrued dividends payable | 7,897 | 7,532 | 7,393 | 22,822 | ||||||||||
Distributions to and conversions of preferred stock | (286,417) | (286,417) | ||||||||||||
Ending balance of temporary equity | $ 0 | 0 | 278,520 | 270,988 | 278,520 | 0 | $ 0 | 0 | ||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||||
Beginning balance of common stock (in shares) | 76,292,241 | 72,027,743 | 72,027,743 | 72,027,743 | 72,027,743 | |||||||||
Beginning balance of stockholders' equity | $ 180,672 | $ 259,196 | $ 269,858 | $ 267,522 | (6,478) | 6,523 | 16,496 | $ 267,522 | 16,496 | $ 267,522 | 16,496 | $ 267,522 | 16,496 | |
Accrued dividends payable | (7,897) | (7,532) | (7,393) | (22,822) | ||||||||||
Foreign currency translation adjustment | 128 | (2,215) | (2,373) | (123) | (1,255) | 418 | (896) | (2,496) | (478) | (4,711) | (1,733) | (2,927) | (1,901) | |
Share-based compensation (in shares) | 200,426 | |||||||||||||
Share-based compensation | 2,570 | 3,019 | 2,501 | 2,050 | (3,519) | 315 | 315 | 10,296 | (1,856) | |||||
Distributions to and conversions of preferred stock | 56,503 | 56,503 | ||||||||||||
CTAC shares recapitalized, net of equity issuance costs | 6,457 | 6,429 | ||||||||||||
Equity issuance costs of CTAC shares recapitalized | 15,912 | 15,943 | ||||||||||||
Conversion of KORE warrants | 10,663 | 10,663 | ||||||||||||
Private offering and merger financing, net of equity issuance costs | 216,951 | 216,546 | ||||||||||||
Equity issuance costs of private offering and merger financing | 7,718 | 8,123 | ||||||||||||
Equity portion of convertible debt, net of issuance costs | 12,510 | 12,240 | ||||||||||||
Issuance costs of equity portion of convertible debt | 224 | 384 | ||||||||||||
Sponsor shares of equity portion of convertible debt | 683 | |||||||||||||
Deferred tax liability of equity portion of convertible debt | 3,999 | |||||||||||||
Net loss | $ (18,490) | (14,277) | (10,790) | (11,572) | $ (4,373) | (6,202) | (1,999) | (22,362) | (8,201) | (36,639) | $ (12,574) | $ (106,200) | $ (24,776) | |
Ending balance of common stock (in shares) | 72,027,743 | 76,552,595 | 71,810,419 | 71,810,419 | 76,292,241 | 72,027,743 | ||||||||
Ending balance of stockholders' equity | $ 267,522 | $ 164,695 | $ 245,723 | $ 259,196 | $ 269,858 | $ 279,562 | $ (6,478) | $ 6,523 | $ 259,196 | $ (6,478) | $ 245,723 | $ 279,562 | $ 180,672 | $ 267,522 |
Common Stock | ||||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||||
Beginning balance of common stock (in shares) | 76,292,241 | 76,239,989 | 76,239,989 | 72,027,743 | 30,281,520 | 30,281,520 | 30,281,520 | 72,027,743 | 30,281,520 | 72,027,743 | 30,281,520 | 72,027,743 | 30,281,520 | |
Beginning balance of stockholders' equity | $ 8 | $ 8 | $ 8 | $ 7 | $ 3 | $ 3 | $ 3 | $ 7 | $ 3 | $ 7 | $ 3 | $ 7 | $ 3 | |
Share-based compensation (in shares) | 200,426 | |||||||||||||
Distributions to and conversions of preferred stock (in shares) | 7,120,368 | 7,120,368 | ||||||||||||
Distributions to and conversions of preferred stock | $ 1 | $ 1 | ||||||||||||
CTAC shares recapitalized, net of equity issuance costs (in shares) | 10,373,491 | 10,373,491 | ||||||||||||
CTAC shares recapitalized, net of equity issuance costs | $ 1 | $ 1 | ||||||||||||
Conversion of KORE warrants (in shares) | 1,365,612 | 1,365,612 | ||||||||||||
Private offering and merger financing, net of equity issuance costs (in shares) | 22,686,326 | 22,686,326 | ||||||||||||
Private offering and merger financing, net of equity issuance costs | $ 2 | $ 2 | ||||||||||||
Ending balance of common stock (in shares) | 72,027,743 | 76,552,595 | 76,292,241 | 76,239,989 | 76,239,989 | 71,827,317 | 30,281,520 | 30,281,520 | 76,239,989 | 30,281,520 | 76,292,241 | 71,827,317 | 76,292,241 | 72,027,743 |
Ending balance of stockholders' equity | $ 7 | $ 8 | $ 8 | $ 8 | $ 8 | $ 7 | $ 3 | $ 3 | $ 8 | $ 3 | $ 8 | $ 7 | $ 8 | $ 7 |
Additional paid-in capital | ||||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||||
Beginning balance of stockholders' equity | 435,292 | 429,547 | 427,046 | 413,315 | 121,321 | 128,538 | 135,616 | 413,315 | 135,616 | 413,315 | 135,616 | 413,315 | 135,616 | |
Accrued dividends payable | (7,897) | (7,532) | (7,393) | (22,822) | ||||||||||
Share-based compensation | 2,570 | 3,019 | 2,501 | 2,050 | (3,519) | 315 | 315 | 10,296 | (1,856) | |||||
Distributions to and conversions of preferred stock | 56,502 | 56,502 | ||||||||||||
CTAC shares recapitalized, net of equity issuance costs | 6,456 | 6,428 | ||||||||||||
Conversion of KORE warrants | 10,663 | 10,663 | ||||||||||||
Private offering and merger financing, net of equity issuance costs | 216,949 | 216,544 | ||||||||||||
Equity portion of convertible debt, net of issuance costs | 12,510 | 12,240 | ||||||||||||
Ending balance of stockholders' equity | 413,315 | 437,677 | 432,566 | 429,547 | 427,046 | 412,985 | 121,321 | 128,538 | 429,547 | 121,321 | 432,566 | 412,985 | 435,292 | 413,315 |
Accumulated Other Comprehensive Loss | ||||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||||
Beginning balance of stockholders' equity | (6,390) | (5,959) | (3,586) | (3,463) | (2,040) | (2,458) | (1,562) | (3,463) | (1,562) | (3,463) | (1,562) | (3,463) | (1,562) | |
Foreign currency translation adjustment | 128 | (2,215) | (2,373) | (123) | (1,255) | 418 | (896) | (2,927) | (1,901) | |||||
Ending balance of stockholders' equity | (3,463) | (6,262) | (8,174) | (5,959) | (3,586) | (3,295) | (2,040) | (2,458) | (5,959) | (2,040) | (8,174) | (3,295) | (6,390) | (3,463) |
Accumulated Deficit | ||||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||||
Beginning balance of stockholders' equity | (248,238) | (164,400) | (153,610) | (142,337) | (125,762) | (119,560) | (117,561) | (142,337) | (117,561) | (142,337) | (117,561) | (142,337) | (117,561) | |
Net loss | (18,490) | (14,277) | (10,790) | (11,572) | (4,373) | (6,202) | (1,999) | (106,200) | (24,776) | |||||
Ending balance of stockholders' equity | $ (142,337) | $ (266,728) | (178,677) | (164,400) | $ (153,610) | $ (130,135) | $ (125,762) | $ (119,560) | $ (164,400) | $ (125,762) | $ (178,677) | $ (130,135) | $ (248,238) | $ (142,337) |
Series A Preferred Stock | ||||||||||||||
Increase (Decrease) in Temporary Equity [Roll Forward] | ||||||||||||||
Beginning balance of temporary equity (in shares) | 0 | 0 | 8,256,165 | 8,004,780 | 7,756,158 | 0 | 7,756,158 | 0 | 7,756,158 | 0 | 7,756,158 | |||
Beginning balance of temporary equity | $ 0 | $ 0 | $ 82,562 | $ 80,048 | $ 77,562 | $ 0 | $ 77,562 | $ 0 | $ 77,562 | $ 0 | $ 77,562 | |||
Accrued dividends payable (in shares) | 265,602 | 251,385 | 248,622 | 765,609 | ||||||||||
Accrued dividends payable | $ 2,656 | $ 2,514 | $ 2,486 | $ 7,656 | ||||||||||
Distributions to and conversions of preferred stock (in shares) | (8,521,767) | (8,521,767) | ||||||||||||
Distributions to and conversions of preferred stock | $ (85,218) | $ (85,218) | ||||||||||||
Ending balance of temporary equity (in shares) | 0 | 0 | 8,256,165 | 8,004,780 | 8,256,165 | 0 | 0 | 0 | ||||||
Ending balance of temporary equity | $ 0 | $ 0 | $ 82,562 | $ 80,048 | $ 82,562 | $ 0 | $ 0 | $ 0 | ||||||
Series A-1 Preferred Stock | ||||||||||||||
Increase (Decrease) in Temporary Equity [Roll Forward] | ||||||||||||||
Beginning balance of temporary equity (in shares) | 0 | 0 | 8,398,185 | 8,128,665 | 7,862,107 | 0 | 7,862,107 | 0 | 7,862,107 | 0 | 7,862,107 | |||
Beginning balance of temporary equity | $ 0 | $ 0 | $ 83,982 | $ 81,287 | $ 78,621 | $ 0 | $ 78,621 | $ 0 | $ 78,621 | $ 0 | $ 78,621 | |||
Accrued dividends payable (in shares) | 287,998 | 269,520 | 266,558 | 824,076 | ||||||||||
Accrued dividends payable | $ 2,880 | $ 2,695 | $ 2,666 | $ 8,241 | ||||||||||
Distributions to and conversions of preferred stock (in shares) | (8,686,183) | (8,686,183) | ||||||||||||
Distributions to and conversions of preferred stock | $ (86,862) | $ (86,862) | ||||||||||||
Ending balance of temporary equity (in shares) | 0 | 0 | 8,398,185 | 8,128,665 | 8,398,185 | 0 | 0 | 0 | ||||||
Ending balance of temporary equity | $ 0 | $ 0 | $ 83,982 | $ 81,287 | $ 83,982 | $ 0 | $ 0 | $ 0 | ||||||
Series B Preferred Stock | ||||||||||||||
Increase (Decrease) in Temporary Equity [Roll Forward] | ||||||||||||||
Beginning balance of temporary equity (in shares) | 0 | 0 | 9,547,376 | 9,315,136 | 9,090,975 | 0 | 9,090,975 | 0 | 9,090,975 | 0 | 9,090,975 | |||
Beginning balance of temporary equity | $ 0 | $ 0 | $ 95,474 | $ 93,151 | $ 90,910 | $ 0 | $ 90,910 | $ 0 | $ 90,910 | $ 0 | $ 90,910 | |||
Accrued dividends payable (in shares) | 236,142 | 232,240 | 224,161 | 692,543 | ||||||||||
Accrued dividends payable | $ 2,361 | $ 2,323 | $ 2,241 | $ 6,925 | ||||||||||
Distributions to and conversions of preferred stock (in shares) | (9,783,518) | (9,783,518) | ||||||||||||
Distributions to and conversions of preferred stock | $ (97,835) | $ (97,835) | ||||||||||||
Ending balance of temporary equity (in shares) | 0 | 0 | 9,547,376 | 9,315,136 | 9,547,376 | 0 | 0 | 0 | ||||||
Ending balance of temporary equity | $ 0 | $ 0 | $ 95,474 | $ 93,151 | $ 95,474 | $ 0 | $ 0 | $ 0 | ||||||
Series C Convertible Preferred Stock | ||||||||||||||
Increase (Decrease) in Temporary Equity [Roll Forward] | ||||||||||||||
Beginning balance of temporary equity (in shares) | 0 | 0 | 2,520,368 | 2,520,368 | 2,520,368 | 0 | 2,520,368 | 0 | 2,520,368 | 0 | 2,520,368 | |||
Beginning balance of temporary equity | $ 0 | $ 0 | $ 16,502 | $ 16,502 | $ 16,502 | $ 0 | $ 16,502 | $ 0 | $ 16,502 | $ 0 | $ 16,502 | |||
Distributions to and conversions of preferred stock (in shares) | (2,520,368) | (2,520,368) | ||||||||||||
Distributions to and conversions of preferred stock | $ (16,502) | $ (16,502) | ||||||||||||
Ending balance of temporary equity (in shares) | 0 | 0 | 2,520,368 | 2,520,368 | 2,520,368 | 0 | 0 | 0 | ||||||
Ending balance of temporary equity | $ 0 | $ 0 | $ 16,502 | $ 16,502 | $ 16,502 | $ 0 | $ 0 | $ 0 | ||||||
As previously reported | ||||||||||||||
Increase (Decrease) in Temporary Equity [Roll Forward] | ||||||||||||||
Beginning balance of temporary equity | 0 | 278,520 | 271,288 | 263,895 | 0 | 263,895 | 0 | 263,895 | 0 | 263,895 | ||||
Derecognition of shares | (300) | (300) | ||||||||||||
Accrued dividends payable | 7,897 | 7,532 | 7,393 | 22,822 | ||||||||||
Distributions to and conversions of preferred stock | (286,417) | (286,417) | ||||||||||||
Ending balance of temporary equity | 0 | 0 | 278,520 | 271,288 | 278,520 | 0 | 0 | |||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||||
Beginning balance of stockholders' equity | 263,884 | 275,083 | 272,143 | (2,202) | 11,157 | 20,216 | 272,143 | 20,216 | 272,143 | 20,216 | $ 272,143 | 20,216 | ||
Accrued dividends payable | (7,897) | (7,532) | (7,393) | (22,822) | ||||||||||
Foreign currency translation adjustment | (2,417) | (2,559) | (184) | (1,322) | 743 | (900) | (2,743) | (157) | (5,160) | (1,479) | (1,654) | |||
Share-based compensation | 3,019 | 2,501 | 2,050 | (3,519) | 315 | 315 | (1,856) | |||||||
Distributions to and conversions of preferred stock | 56,503 | 56,503 | ||||||||||||
CTAC shares recapitalized, net of equity issuance costs | 6,457 | 6,429 | ||||||||||||
Conversion of KORE warrants | 10,663 | 10,663 | ||||||||||||
Private offering and merger financing, net of equity issuance costs | 217,282 | 216,877 | ||||||||||||
Equity portion of convertible debt, net of issuance costs | 12,510 | 12,240 | ||||||||||||
Net loss | (13,025) | (11,141) | (10,907) | (4,508) | (6,885) | (1,081) | (22,048) | (7,966) | (35,073) | (12,474) | (24,453) | |||
Ending balance of stockholders' equity | $ 272,143 | $ 251,461 | $ 263,884 | $ 275,083 | $ 283,967 | $ (2,202) | $ 11,157 | $ 263,884 | $ (2,202) | $ 251,461 | $ 283,967 | $ 272,143 | ||
As previously reported | Common Stock | ||||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||||
Beginning balance of common stock (in shares) | 76,239,989 | 76,239,989 | 72,027,743 | 30,281,520 | 30,281,520 | 30,281,520 | 72,027,743 | 30,281,520 | 72,027,743 | 30,281,520 | 72,027,743 | 30,281,520 | ||
Beginning balance of stockholders' equity | $ 8 | $ 8 | $ 7 | $ 3 | $ 3 | $ 3 | $ 7 | $ 3 | $ 7 | $ 3 | $ 7 | $ 3 | ||
Share-based compensation (in shares) | 200,426 | |||||||||||||
Distributions to and conversions of preferred stock (in shares) | 7,120,368 | 7,120,368 | ||||||||||||
Distributions to and conversions of preferred stock | $ 1 | $ 1 | ||||||||||||
CTAC shares recapitalized, net of equity issuance costs (in shares) | 10,373,491 | 10,373,491 | ||||||||||||
CTAC shares recapitalized, net of equity issuance costs | $ 1 | $ 1 | ||||||||||||
Conversion of KORE warrants (in shares) | 1,365,612 | 1,365,612 | ||||||||||||
Private offering and merger financing, net of equity issuance costs (in shares) | 22,686,326 | 22,686,326 | ||||||||||||
Private offering and merger financing, net of equity issuance costs | $ 2 | $ 2 | ||||||||||||
Ending balance of common stock (in shares) | 72,027,743 | 76,292,241 | 76,239,989 | 76,239,989 | 71,827,317 | 30,281,520 | 30,281,520 | 76,239,989 | 30,281,520 | 76,292,241 | 71,827,317 | 72,027,743 | ||
Ending balance of stockholders' equity | $ 7 | $ 8 | $ 8 | $ 8 | $ 7 | $ 3 | $ 3 | $ 8 | $ 3 | $ 8 | $ 7 | $ 7 | ||
As previously reported | Additional paid-in capital | ||||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||||
Beginning balance of stockholders' equity | 429,878 | 427,377 | 413,646 | 121,321 | 128,538 | 135,616 | 413,646 | 135,616 | 413,646 | 135,616 | 413,646 | 135,616 | ||
Accrued dividends payable | (7,897) | (7,532) | (7,393) | (22,822) | ||||||||||
Share-based compensation | 3,019 | 2,501 | 2,050 | (3,519) | 315 | 315 | (1,856) | |||||||
Distributions to and conversions of preferred stock | 56,502 | 56,502 | ||||||||||||
CTAC shares recapitalized, net of equity issuance costs | 6,456 | 6,428 | ||||||||||||
Conversion of KORE warrants | 10,663 | 10,663 | ||||||||||||
Private offering and merger financing, net of equity issuance costs | 217,280 | 216,875 | ||||||||||||
Equity portion of convertible debt, net of issuance costs | 12,510 | 12,240 | ||||||||||||
Ending balance of stockholders' equity | 413,646 | 432,897 | 429,878 | 427,377 | 413,316 | 121,321 | 128,538 | 429,878 | 121,321 | 432,897 | 413,316 | 413,646 | ||
As previously reported | Accumulated Other Comprehensive Loss | ||||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||||
Beginning balance of stockholders' equity | (6,074) | (3,515) | (3,331) | (1,834) | (2,577) | (1,677) | (3,331) | (1,677) | (3,331) | (1,677) | (3,331) | (1,677) | ||
Foreign currency translation adjustment | (2,417) | (2,559) | (184) | (1,322) | 743 | (900) | (1,654) | |||||||
Ending balance of stockholders' equity | (3,331) | (8,491) | (6,074) | (3,515) | (3,156) | (1,834) | (2,577) | (6,074) | (1,834) | (8,491) | (3,156) | (3,331) | ||
As previously reported | Accumulated Deficit | ||||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||||
Beginning balance of stockholders' equity | (159,928) | (148,787) | (138,179) | (121,692) | (114,807) | (113,726) | (138,179) | (113,726) | (138,179) | (113,726) | $ (138,179) | (113,726) | ||
Net loss | (13,025) | (11,141) | (10,907) | (4,508) | (6,885) | (1,081) | (24,453) | |||||||
Ending balance of stockholders' equity | $ (138,179) | (172,953) | (159,928) | $ (148,787) | $ (126,200) | $ (121,692) | $ (114,807) | $ (159,928) | $ (121,692) | $ (172,953) | $ (126,200) | $ (138,179) | ||
As previously reported | Series A Preferred Stock | ||||||||||||||
Increase (Decrease) in Temporary Equity [Roll Forward] | ||||||||||||||
Beginning balance of temporary equity (in shares) | 0 | 8,256,165 | 8,004,780 | 7,756,158 | 0 | 7,756,158 | 0 | 7,756,158 | 0 | 7,756,158 | ||||
Beginning balance of temporary equity | $ 0 | $ 82,562 | $ 80,048 | $ 77,562 | $ 0 | $ 77,562 | $ 0 | $ 77,562 | $ 0 | $ 77,562 | ||||
Accrued dividends payable (in shares) | 265,602 | 251,385 | 248,622 | 765,609 | ||||||||||
Accrued dividends payable | $ 2,656 | $ 2,514 | $ 2,486 | $ 7,656 | ||||||||||
Distributions to and conversions of preferred stock (in shares) | (8,521,767) | (8,521,767) | ||||||||||||
Distributions to and conversions of preferred stock | $ (85,218) | $ (85,218) | ||||||||||||
Ending balance of temporary equity (in shares) | 0 | 0 | 8,256,165 | 8,004,780 | 8,256,165 | 0 | 0 | |||||||
Ending balance of temporary equity | $ 0 | $ 0 | $ 82,562 | $ 80,048 | $ 82,562 | $ 0 | $ 0 | |||||||
As previously reported | Series A-1 Preferred Stock | ||||||||||||||
Increase (Decrease) in Temporary Equity [Roll Forward] | ||||||||||||||
Beginning balance of temporary equity (in shares) | 0 | 8,398,185 | 8,128,665 | 7,862,107 | 0 | 7,862,107 | 0 | 7,862,107 | 0 | 7,862,107 | ||||
Beginning balance of temporary equity | $ 0 | $ 83,982 | $ 81,287 | $ 78,621 | $ 0 | $ 78,621 | $ 0 | $ 78,621 | $ 0 | $ 78,621 | ||||
Accrued dividends payable (in shares) | 287,998 | 269,520 | 266,558 | 824,076 | ||||||||||
Accrued dividends payable | $ 2,880 | $ 2,695 | $ 2,666 | $ 8,241 | ||||||||||
Distributions to and conversions of preferred stock (in shares) | (8,686,183) | (8,686,183) | ||||||||||||
Distributions to and conversions of preferred stock | $ (86,862) | $ (86,862) | ||||||||||||
Ending balance of temporary equity (in shares) | 0 | 0 | 8,398,185 | 8,128,665 | 8,398,185 | 0 | 0 | |||||||
Ending balance of temporary equity | $ 0 | $ 0 | $ 83,982 | $ 81,287 | $ 83,982 | $ 0 | $ 0 | |||||||
As previously reported | Series B Preferred Stock | ||||||||||||||
Increase (Decrease) in Temporary Equity [Roll Forward] | ||||||||||||||
Beginning balance of temporary equity (in shares) | 0 | 9,547,376 | 9,315,136 | 9,090,975 | 0 | 9,090,975 | 0 | 9,090,975 | 0 | 9,090,975 | ||||
Beginning balance of temporary equity | $ 0 | $ 95,474 | $ 93,151 | $ 90,910 | $ 0 | $ 90,910 | $ 0 | $ 90,910 | $ 0 | $ 90,910 | ||||
Accrued dividends payable (in shares) | 236,142 | 232,240 | 224,161 | 692,543 | ||||||||||
Accrued dividends payable | $ 2,361 | $ 2,323 | $ 2,241 | $ 6,925 | ||||||||||
Distributions to and conversions of preferred stock (in shares) | (9,783,518) | (9,783,518) | ||||||||||||
Distributions to and conversions of preferred stock | $ (97,835) | $ (97,835) | ||||||||||||
Ending balance of temporary equity (in shares) | 0 | 0 | 9,547,376 | 9,315,136 | 9,547,376 | 0 | 0 | |||||||
Ending balance of temporary equity | $ 0 | $ 0 | $ 95,474 | $ 93,151 | $ 95,474 | $ 0 | $ 0 | |||||||
As previously reported | Series C Convertible Preferred Stock | ||||||||||||||
Increase (Decrease) in Temporary Equity [Roll Forward] | ||||||||||||||
Beginning balance of temporary equity (in shares) | 0 | 2,520,368 | 2,566,186 | 2,566,186 | 0 | 2,566,186 | 0 | 2,566,186 | 0 | 2,566,186 | ||||
Beginning balance of temporary equity | $ 0 | $ 16,502 | $ 16,802 | $ 16,802 | $ 0 | $ 16,802 | $ 0 | $ 16,802 | $ 0 | $ 16,802 | ||||
Derecognition of stock (in shares) | (45,818) | (45,818) | ||||||||||||
Derecognition of shares | $ (300) | $ (300) | ||||||||||||
Distributions to and conversions of preferred stock (in shares) | (2,520,368) | (2,520,368) | ||||||||||||
Distributions to and conversions of preferred stock | $ (16,502) | $ (16,502) | ||||||||||||
Ending balance of temporary equity (in shares) | 0 | 0 | 2,520,368 | 2,566,186 | 2,520,368 | 0 | 0 | |||||||
Ending balance of temporary equity | $ 0 | $ 0 | $ 16,502 | $ 16,802 | $ 16,502 | $ 0 | $ 0 | |||||||
Adjustments | ||||||||||||||
Increase (Decrease) in Temporary Equity [Roll Forward] | ||||||||||||||
Beginning balance of temporary equity | (300) | (300) | (300) | (300) | (300) | |||||||||
Derecognition of shares | 300 | 300 | ||||||||||||
Ending balance of temporary equity | (300) | |||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||||
Beginning balance of stockholders' equity | (4,688) | (5,225) | (4,621) | (4,276) | (4,634) | (3,720) | (4,621) | (3,720) | (4,621) | (3,720) | (4,621) | (3,720) | ||
Foreign currency translation adjustment | 202 | 186 | 61 | 67 | (325) | 4 | (247) | |||||||
Private offering and merger financing, net of equity issuance costs | (331) | (331) | ||||||||||||
Net loss | (1,252) | 351 | (665) | 135 | 683 | (918) | (323) | |||||||
Ending balance of stockholders' equity | (4,621) | (5,738) | (4,688) | (5,225) | (4,405) | (4,276) | (4,634) | (4,688) | (4,276) | (5,738) | (4,405) | (4,621) | ||
Adjustments | Additional paid-in capital | ||||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||||
Beginning balance of stockholders' equity | (331) | (331) | (331) | (331) | (331) | (331) | ||||||||
Private offering and merger financing, net of equity issuance costs | (331) | (331) | ||||||||||||
Ending balance of stockholders' equity | (331) | (331) | (331) | (331) | (331) | (331) | (331) | (331) | (331) | |||||
Adjustments | Accumulated Other Comprehensive Loss | ||||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||||
Beginning balance of stockholders' equity | 115 | (71) | (132) | (206) | 119 | 115 | (132) | 115 | (132) | 115 | (132) | 115 | ||
Foreign currency translation adjustment | 202 | 186 | 61 | 67 | (325) | 4 | (247) | |||||||
Ending balance of stockholders' equity | (132) | 317 | 115 | (71) | (139) | (206) | 119 | 115 | (206) | 317 | (139) | (132) | ||
Adjustments | Accumulated Deficit | ||||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||||
Beginning balance of stockholders' equity | (4,472) | (4,823) | (4,158) | (4,070) | (4,753) | (3,835) | (4,158) | (3,835) | (4,158) | (3,835) | $ (4,158) | (3,835) | ||
Net loss | (1,252) | 351 | (665) | 135 | 683 | (918) | (323) | |||||||
Ending balance of stockholders' equity | $ (4,158) | $ (5,724) | $ (4,472) | $ (4,823) | $ (3,935) | $ (4,070) | $ (4,753) | $ (4,472) | $ (4,070) | $ (5,724) | $ (3,935) | $ (4,158) | ||
Adjustments | Series C Convertible Preferred Stock | ||||||||||||||
Increase (Decrease) in Temporary Equity [Roll Forward] | ||||||||||||||
Beginning balance of temporary equity (in shares) | (45,818) | (45,818) | (45,818) | (45,818) | (45,818) | |||||||||
Beginning balance of temporary equity | $ (300) | $ (300) | $ (300) | $ (300) | $ (300) | |||||||||
Derecognition of stock (in shares) | 45,818 | 45,818 | ||||||||||||
Derecognition of shares | $ 300 | $ 300 | ||||||||||||
Ending balance of temporary equity (in shares) | (45,818) | |||||||||||||
Ending balance of temporary equity | $ (300) |
REVISION OF PREVIOUSLY REPORT_8
REVISION OF PREVIOUSLY REPORTED CONSOLIDATED FINANCIAL STATEMENTS - Consolidated Statements of Cash Flows (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | |||||||||
Mar. 31, 2023 | Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | |
Cash flows provided by (used in) operating activities | |||||||||||||
Net loss | $ (18,490) | $ (14,277) | $ (10,790) | $ (11,572) | $ (4,373) | $ (6,202) | $ (1,999) | $ (22,362) | $ (8,201) | $ (36,639) | $ (12,574) | $ (106,200) | $ (24,776) |
Adjustments to reconcile net loss to net cash provided (used in) by operating activities | |||||||||||||
Depreciation and amortization | 14,125 | 13,175 | 13,093 | 26,928 | 25,465 | 40,616 | 37,884 | 54,499 | 50,331 | ||||
Amortization of deferred financing costs | 625 | 587 | 524 | 1,188 | 1,047 | 1,806 | 1,569 | 2,427 | 2,097 | ||||
Amortization of discount on Backstop Notes | 0 | 424 | |||||||||||
Deferred income taxes | (1,994) | (3,296) | (1,387) | (6,421) | (3,377) | (8,583) | (7,441) | (16,189) | (9,691) | ||||
Non-cash foreign currency loss | (395) | (3) | (70) | 489 | 77 | 1,566 | (163) | 14 | 344 | ||||
Stock-based compensation | 2,570 | 2,050 | 315 | 4,551 | 630 | 7,570 | 4,564 | 10,296 | 4,564 | ||||
Provision for doubtful accounts | (129) | 55 | (18) | 183 | 11 | 424 | 117 | 415 | 322 | ||||
Change in fair value of warrant liability | (3) | (120) | (106) | (27) | (2,898) | 41 | (2,424) | (133) | (2,383) | (253) | (5,281) | (254) | (5,267) |
Change in operating assets and liabilities, net of operating assets and liabilities acquired: | |||||||||||||
Accounts receivable | (3,227) | (2,635) | (1,910) | 2,454 | (7,158) | 10,991 | (12,956) | 8,962 | (12,102) | ||||
Inventories | 1,302 | 4,994 | (878) | 6,661 | (4,089) | 8,192 | (6,461) | 6,542 | (9,875) | ||||
Prepaid expenses and other current assets | 926 | 1,591 | (4,101) | (664) | (9,125) | (1,633) | (5,105) | (1,992) | (1,244) | ||||
Accounts payable and accrued liabilities | 5,589 | (8,511) | (13,562) | (2,518) | (6,272) | (3,334) | (2,364) | (2,116) | (8,419) | ||||
Deferred revenue | (108) | 132 | (81) | 188 | (671) | 252 | (911) | 980 | (805) | ||||
Income taxes payable | 1,079 | (213) | 178 | (442) | (299) | (1,078) | (317) | 148 | (661) | ||||
Cash provided by (used in) operating activities | 1,912 | (3,980) | (12,320) | 10,691 | (14,345) | 20,527 | (9,439) | 16,356 | (14,758) | ||||
Cash flows (used in) provided by investing activities | |||||||||||||
Additions to intangible assets | (3,814) | (2,790) | (13,238) | (9,247) | |||||||||
Additions to property and equipment | (1,025) | (635) | (3,307) | (4,172) | |||||||||
Cash flows (used in) provided by investing activities | (4,839) | (48,503) | (3,091) | (53,201) | (5,973) | (57,974) | (9,782) | (62,547) | (13,419) | ||||
Cash flows (used in) provided by financing activities | |||||||||||||
Proceeds from revolving credit facility | 0 | 25,000 | |||||||||||
Repayment on revolving credit facility | 0 | (25,000) | |||||||||||
Repayment of term loan | (788) | (788) | (3,153) | (3,161) | |||||||||
Repayment of other borrowings - notes payable | (536) | (118) | (1,035) | (173) | |||||||||
Proceeds from convertible debt | 0 | 104,167 | |||||||||||
Proceeds from equity portion of convertible debt, net of issuance costs | 0 | 15,697 | |||||||||||
Payment of deferred financing costs | 0 | (356) | (1,579) | ||||||||||
Repayment of related party note | 0 | (1,538) | |||||||||||
Proceeds from CTAC and PIPE financing, net of issuance costs | 0 | 223,688 | |||||||||||
Settlements of preferred shares | 0 | (229,915) | |||||||||||
Payment of capital lease obligations | (828) | ||||||||||||
Payment of stock option share employee withholding taxes | 0 | (2,305) | |||||||||||
Cash (used in) provided by financing activities | (1,324) | (1,550) | 18,291 | (2,454) | 18,375 | (3,599) | 81,772 | (4,694) | 104,053 | ||||
Effect of exchange rate change on cash | 202 | (26) | (67) | (575) | (82) | (2,014) | (188) | (451) | (226) | ||||
Change in Cash and Restricted cash | (4,049) | (54,059) | 2,813 | (45,539) | (2,025) | (43,060) | 62,363 | (51,336) | 75,650 | ||||
Cash and Restricted Cash, beginning of period | 35,007 | 40,804 | 32,284 | 86,343 | 8,668 | 13,506 | 10,693 | 86,343 | 10,693 | 86,343 | 10,693 | 86,343 | 10,693 |
Cash and Restricted Cash, end of period | 30,961 | 43,283 | 40,804 | 32,284 | 73,056 | 8,668 | 13,506 | 40,804 | 8,668 | 43,283 | 73,056 | 35,007 | 86,343 |
Non-cash investing and financing activities: | |||||||||||||
Equity financing fees accrued | 0 | 3,602 | |||||||||||
Common shares issued to preferred shareholders | 0 | 56,502 | |||||||||||
Equity financing fees settled in common shares | 0 | 1,863 | |||||||||||
Common shares issued to warrant holders | 0 | 10,663 | |||||||||||
Common shares issued to option holders pursuant to the Cancellation Agreements | 0 | 1,072 | |||||||||||
Sponsor shares distributed to lender under Backstop Agreement | 0 | 683 | |||||||||||
Supplemental cash flow information: | |||||||||||||
Interest paid | 11,357 | 7,717 | 29,199 | 19,874 | |||||||||
Taxes paid (net of refunds) | $ 45 | 317 | 2,119 | 957 | |||||||||
As previously reported | |||||||||||||
Cash flows provided by (used in) operating activities | |||||||||||||
Net loss | (13,025) | (11,141) | (10,907) | (4,508) | (6,885) | (1,081) | (22,048) | (7,966) | (35,073) | (12,474) | (24,453) | ||
Adjustments to reconcile net loss to net cash provided (used in) by operating activities | |||||||||||||
Depreciation and amortization | 13,196 | 13,114 | 26,970 | 25,507 | 40,679 | 37,947 | 50,414 | ||||||
Amortization of deferred financing costs | 587 | 524 | 1,188 | 1,047 | 1,806 | 1,569 | 2,097 | ||||||
Amortization of discount on Backstop Notes | 424 | ||||||||||||
Deferred income taxes | (3,851) | (1,366) | (7,666) | (4,308) | (10,875) | (8,197) | (9,871) | ||||||
Non-cash foreign currency loss | (3) | (70) | 489 | 77 | 1,566 | (163) | 344 | ||||||
Stock-based compensation | 2,050 | 315 | 4,551 | 630 | 7,570 | 4,564 | 4,564 | ||||||
Provision for doubtful accounts | 55 | (18) | 183 | 11 | 424 | 117 | 322 | ||||||
Change in fair value of warrant liability | (120) | (106) | (27) | (2,898) | 41 | (2,424) | (133) | (2,383) | (253) | (5,281) | (5,267) | ||
Change in operating assets and liabilities, net of operating assets and liabilities acquired: | |||||||||||||
Accounts receivable | (2,580) | (1,855) | 2,421 | (7,049) | 11,155 | (12,792) | (11,884) | ||||||
Inventories | 4,714 | (878) | 6,661 | (4,089) | 8,192 | (6,461) | (9,875) | ||||||
Prepaid expenses and other current assets | 806 | (5,375) | (769) | (9,016) | (1,934) | (5,054) | (1,700) | ||||||
Accounts payable and accrued liabilities | (8,428) | (13,311) | (2,674) | (6,103) | (3,756) | (2,366) | (8,371) | ||||||
Deferred revenue | 132 | (81) | 872 | (671) | 252 | (911) | (805) | ||||||
Income taxes payable | 199 | 186 | 269 | (32) | 144 | 63 | (697) | ||||||
Cash provided by (used in) operating activities | (3,980) | (12,320) | 10,691 | (14,345) | 20,527 | (9,439) | (14,758) | ||||||
Cash flows (used in) provided by investing activities | |||||||||||||
Additions to intangible assets | (9,247) | ||||||||||||
Additions to property and equipment | (4,172) | ||||||||||||
Cash flows (used in) provided by investing activities | (48,503) | (3,091) | (53,201) | (5,973) | (57,974) | (9,782) | (13,419) | ||||||
Cash flows (used in) provided by financing activities | |||||||||||||
Proceeds from revolving credit facility | 25,000 | ||||||||||||
Repayment on revolving credit facility | (25,000) | ||||||||||||
Repayment of term loan | (3,161) | ||||||||||||
Repayment of other borrowings - notes payable | (173) | ||||||||||||
Proceeds from convertible debt | 104,167 | ||||||||||||
Proceeds from equity portion of convertible debt, net of issuance costs | 15,697 | ||||||||||||
Payment of deferred financing costs | (1,579) | ||||||||||||
Repayment of related party note | (1,538) | ||||||||||||
Proceeds from CTAC and PIPE financing, net of issuance costs | 223,688 | ||||||||||||
Settlements of preferred shares | (229,915) | ||||||||||||
Payment of capital lease obligations | (828) | ||||||||||||
Payment of stock option share employee withholding taxes | (2,305) | ||||||||||||
Cash (used in) provided by financing activities | (1,550) | 18,291 | (2,454) | 18,375 | (3,599) | 81,772 | 104,053 | ||||||
Effect of exchange rate change on cash | (26) | (67) | (575) | (82) | (2,014) | (188) | (226) | ||||||
Change in Cash and Restricted cash | (54,059) | 2,813 | (45,539) | (2,025) | (43,060) | 62,363 | 75,650 | ||||||
Cash and Restricted Cash, beginning of period | 40,804 | 32,284 | 86,343 | 8,668 | 13,506 | 10,693 | 86,343 | 10,693 | 86,343 | 10,693 | $ 86,343 | 10,693 | |
Cash and Restricted Cash, end of period | 43,283 | 40,804 | 32,284 | 73,056 | 8,668 | 13,506 | 40,804 | 8,668 | 43,283 | 73,056 | 86,343 | ||
Non-cash investing and financing activities: | |||||||||||||
Equity financing fees accrued | 3,602 | ||||||||||||
Common shares issued to preferred shareholders | 56,502 | ||||||||||||
Equity financing fees settled in common shares | 1,863 | ||||||||||||
Common shares issued to warrant holders | 10,663 | ||||||||||||
Common shares issued to option holders pursuant to the Cancellation Agreements | 1,072 | ||||||||||||
Sponsor shares distributed to lender under Backstop Agreement | 683 | ||||||||||||
Supplemental cash flow information: | |||||||||||||
Interest paid | 19,874 | ||||||||||||
Taxes paid (net of refunds) | 957 | ||||||||||||
Adjustments | |||||||||||||
Cash flows provided by (used in) operating activities | |||||||||||||
Net loss | (1,252) | 351 | (665) | 135 | 683 | (918) | (323) | ||||||
Adjustments | Income tax adjustments | |||||||||||||
Cash flows provided by (used in) operating activities | |||||||||||||
Net loss | (808) | (350) | (371) | (299) | (165) | (238) | (721) | (403) | (1,529) | (702) | (732) | ||
Adjustments to reconcile net loss to net cash provided (used in) by operating activities | |||||||||||||
Deferred income taxes | 196 | 238 | 398 | 237 | 1,028 | 293 | 323 | ||||||
Change in operating assets and liabilities, net of operating assets and liabilities acquired: | |||||||||||||
Accounts payable and accrued liabilities | 175 | 323 | 166 | 501 | 409 | 409 | |||||||
Adjustments | Indirect tax adjustments | |||||||||||||
Cash flows provided by (used in) operating activities | |||||||||||||
Net loss | (79) | (79) | (79) | (114) | (114) | (114) | (158) | (228) | (237) | (342) | (457) | ||
Change in operating assets and liabilities, net of operating assets and liabilities acquired: | |||||||||||||
Accounts payable and accrued liabilities | 79 | 114 | 158 | 228 | 237 | 342 | 457 | ||||||
Adjustments | Other Adjustments | |||||||||||||
Cash flows provided by (used in) operating activities | |||||||||||||
Net loss | $ (365) | $ 780 | (215) | $ 548 | $ 962 | (566) | 565 | 396 | 200 | 944 | 866 | ||
Adjustments to reconcile net loss to net cash provided (used in) by operating activities | |||||||||||||
Depreciation and amortization | (21) | (21) | (42) | (42) | (63) | (63) | (83) | ||||||
Deferred income taxes | 359 | (259) | 847 | 694 | 1,264 | 463 | (143) | ||||||
Change in operating assets and liabilities, net of operating assets and liabilities acquired: | |||||||||||||
Accounts receivable | (55) | (55) | 33 | (109) | (164) | (164) | (218) | ||||||
Inventories | 280 | ||||||||||||
Prepaid expenses and other current assets | 785 | 1,274 | 105 | (109) | 301 | (51) | 456 | ||||||
Accounts payable and accrued liabilities | (337) | (365) | (325) | (563) | (316) | (749) | (914) | ||||||
Deferred revenue | (684) | ||||||||||||
Income taxes payable | $ (412) | $ (8) | $ (711) | $ (267) | $ (1,222) | $ (380) | $ 36 |
REVENUE RECOGNITION - Summary o
REVENUE RECOGNITION - Summary of Disaggregation Revenue (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | |||||||||
Mar. 31, 2023 | Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | |
Disaggregation of Revenue [Line Items] | |||||||||||||
Total | $ 65,975 | $ 66,137 | $ 70,921 | $ 68,978 | $ 67,933 | $ 60,798 | $ 55,352 | $ 139,899 | $ 116,150 | $ 206,036 | $ 184,084 | $ 268,447 | $ 248,435 |
IoT Connectivity | |||||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||||
Total | 43,244 | 43,053 | 173,162 | 164,610 | |||||||||
Hardware Sales | |||||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||||
Total | 16,444 | 19,012 | 69,091 | 54,898 | |||||||||
Hardware Sales - bill-and-hold | |||||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||||
Total | 2,197 | 2,422 | 10,736 | 5,357 | |||||||||
Deployment services, professional services, referral services, and other | |||||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||||
Total | $ 4,090 | $ 4,491 | $ 15,458 | $ 23,570 |
REVENUE RECOGNITION - Additiona
REVENUE RECOGNITION - Additional Information (Detail) - USD ($) $ in Millions | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Disaggregation of Revenue [Line Items] | ||||
Deferred revenue | $ 7.8 | $ 6.9 | ||
Major Customer | Customer Concentration Risk | Revenue Benchmark | ||||
Disaggregation of Revenue [Line Items] | ||||
Concentration risk percentage | 13.30% | 17.80% | 11% | 21% |
Major Customer | Customer Concentration Risk | Accounts Receivable Member | ||||
Disaggregation of Revenue [Line Items] | ||||
Concentration risk percentage | 16% | 30% |
REVERSE RECAPITALIZATION - Addi
REVERSE RECAPITALIZATION - Additional Information (Detail) $ / shares in Units, $ in Thousands | 12 Months Ended | |||
Sep. 30, 2021 USD ($) $ / shares shares | Dec. 31, 2022 USD ($) $ / shares shares | Dec. 31, 2021 USD ($) $ / shares shares | Mar. 31, 2023 $ / shares shares | |
Reverse Recapitalization [Line Items] | ||||
Common stock, shares outstanding (in shares) | shares | 71,810,419 | 76,292,241 | 72,027,743 | 76,552,595 |
Common stock, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Warrants outstanding (in shares) | shares | 8,911,744 | |||
Share exchange ratio | 139.15 | |||
Increase in cash, net of transactions costs paid | $ 63,200 | |||
Gross proceeds from PIPE | 225,000 | |||
Payments to preferred shareholders | 229,900 | |||
Repaid the senior secured revolving credit facility | $ 0 | $ 25,000 | ||
Repayment of outstanding related party loans | $ 0 | 1,538 | ||
Transactions costs related to business combination | 24,200 | |||
Additional paid-in capital | ||||
Reverse Recapitalization [Line Items] | ||||
Transactions costs related to business combination | 24,100 | |||
Selling, General and Administrative Expenses | ||||
Reverse Recapitalization [Line Items] | ||||
Transactions costs related to business combination | $ 100 | |||
Interfusion B.V. and T-Fone B.V. | ||||
Reverse Recapitalization [Line Items] | ||||
Repayment of outstanding related party loans | 1,600 | |||
UBS | ||||
Reverse Recapitalization [Line Items] | ||||
Repaid the senior secured revolving credit facility | 25,000 | |||
Backstop Notes | ||||
Reverse Recapitalization [Line Items] | ||||
Proceeds from backstop notes | 95,100 | |||
CTAC | ||||
Reverse Recapitalization [Line Items] | ||||
Proceeds from business combination, after redemptions | $ 20,000 | |||
Public stockholders | ||||
Reverse Recapitalization [Line Items] | ||||
Private offering and merger financing, net of equity issuance costs (in shares) | shares | 10,356,593 | |||
CTAC Shareholders | ||||
Reverse Recapitalization [Line Items] | ||||
Shares redeemed (in shares) | shares | 22,240,970 | |||
Price per share of shares redeemed (in dollars per share) | $ / shares | $ 10 | |||
PIPE Investors | ||||
Reverse Recapitalization [Line Items] | ||||
Shares issued (in shares) | shares | 22,500,000 | |||
Price per share of shares issued (in dollars per share) | $ / shares | $ 10 |
REVERSE RECAPITALIZATION - Sche
REVERSE RECAPITALIZATION - Schedule of Shares Issued Following Business Combination (Detail) | Sep. 30, 2021 shares |
Reverse Recapitalization [Line Items] | |
Percentage of shares issued following consummation of business combination | 1 |
Pre-combination KORE shareholders | |
Reverse Recapitalization [Line Items] | |
Percentage of shares issued following consummation of business combination | 0.540 |
Public stockholders | |
Reverse Recapitalization [Line Items] | |
Shares issued following consummation of business combination (in shares) | 10,356,593 |
Percentage of shares issued following consummation of business combination | 0.144 |
Private offering and merger financing | |
Reverse Recapitalization [Line Items] | |
Percentage of shares issued following consummation of business combination | 0.316 |
Class A Common Stock | |
Reverse Recapitalization [Line Items] | |
Shares issued following consummation of business combination (in shares) | 71,810,419 |
Class A Common Stock | Pre-combination KORE shareholders | |
Reverse Recapitalization [Line Items] | |
Shares issued following consummation of business combination (in shares) | 38,767,500 |
Class A Common Stock | Public stockholders | |
Reverse Recapitalization [Line Items] | |
Shares issued following consummation of business combination (in shares) | 10,356,593 |
Class A Common Stock | Private offering and merger financing | |
Reverse Recapitalization [Line Items] | |
Shares issued following consummation of business combination (in shares) | 22,686,326 |
ACQUISITION - Additional Inform
ACQUISITION - Additional Information (Detail) - Acquired Companies - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||
Mar. 31, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Feb. 16, 2022 | |
Business Acquisition [Line Items] | |||||
Percentage of acquired ownership | 100% | ||||
Transaction costs | $ 1,700 | ||||
Goodwill deductible for tax purposes | $ 7,000 | ||||
Cash purchase price held in escrow | $ 3,450 | $ 3,450 | |||
Payments to seller from escrow account | $ 600 | 600 | |||
Revenue of acquiree since acquisition date | 45,700 | ||||
Net income of acquiree since acquisition date | 11,100 | ||||
Selling, General and Administrative Expenses | |||||
Business Acquisition [Line Items] | |||||
Business combination transaction costs incurred | $ 1,400 | $ 1,400 | $ 300 |
ACQUISITION - Schedule of Alloc
ACQUISITION - Schedule of Allocation Of The Consideration Paid For The Acquired Companies (Detail) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Feb. 16, 2022 | Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Sep. 30, 2022 | Jun. 30, 2022 | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Dec. 31, 2020 | |
Business Acquisition [Line Items] | |||||||||||
Cash, (net of closing cash of $1,995) and working capital adjustments | $ 0 | $ 45,078 | $ 46,002 | $ 0 | |||||||
Liabilities assumed: | |||||||||||
Goodwill (excess of consideration transferred over net identifiable assets acquired) | $ 369,870 | $ 428,153 | $ 369,706 | $ 383,415 | $ 427,057 | $ 427,579 | $ 383,643 | $ 383,880 | $ 383,736 | $ 384,202 | |
Acquired Companies | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Cash, (net of closing cash of $1,995) and working capital adjustments | $ 46,002 | ||||||||||
Fair value of KORE Common Stock issued to sellers (4,212,246 shares) | 23,295 | ||||||||||
Total consideration | 69,297 | ||||||||||
Closing cash | $ 1,995 | ||||||||||
Shares issued in acquisition agreement (in shares) | 4,212,246 | ||||||||||
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 | 2,638 | ||||||||||
Liabilities assumed | 10,029 | ||||||||||
Net identifiable assets acquired | 24,438 | ||||||||||
Goodwill (excess of consideration transferred over net identifiable assets acquired) | $ 44,859 |
ACQUISITION - Schedule of Unaud
ACQUISITION - Schedule of Unaudited Pro Forma Information (Detail) - Acquired Companies - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Business Acquisition [Line Items] | |||
Net Revenue | $ 74,700 | $ 274,179 | $ 278,601 |
Net Loss | $ 9,900 | $ 104,483 | $ 22,415 |
CONSOLIDATED FINANCIAL STATEM_3
CONSOLIDATED FINANCIAL STATEMENT DETAILS - Schedule of Accounts Receivable (Details) - USD ($) $ in Thousands | 12 Months Ended | ||||||||
Dec. 31, 2022 | Dec. 31, 2021 | Mar. 31, 2023 | Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | |
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||||||||
Accounts receivable | $ 45,097 | $ 53,415 | $ 48,483 | ||||||
Allowance for doubtful accounts | (559) | (532) | (428) | ||||||
Allowance for credit provisions | (970) | (1,268) | |||||||
Accounts receivable, net | 44,538 | $ 51,615 | $ 48,055 | $ 41,712 | $ 51,044 | $ 57,439 | $ 52,895 | $ 47,841 | $ 42,358 |
Cumulative Effect, Period of Adoption, Adjusted Balance | |||||||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||||||||
Accounts receivable | $ 46,067 |
CONSOLIDATED FINANCIAL STATEM_4
CONSOLIDATED FINANCIAL STATEMENT DETAILS - Additional Information (Detail) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Balance Sheet Related Disclosures [Abstract] | ||
Bad debt expense incurred | $ 0.4 | $ 0.3 |
Depreciation expense | $ 3.7 | $ 3.7 |
CONSOLIDATED FINANCIAL STATEM_5
CONSOLIDATED FINANCIAL STATEMENT DETAILS - Schedule of Prepaid Expenses and Other Current Assets (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 | Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Dec. 31, 2021 | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 |
Balance Sheet Related Disclosures [Abstract] | |||||||||
Prepaid expenses | $ 8,362 | $ 6,333 | |||||||
Other current assets | 5,122 | 1,030 | |||||||
Total Prepaid expenses and other current assets | $ 12,625 | $ 13,484 | $ 12,930 | $ 8,703 | $ 7,274 | $ 7,363 | $ 14,960 | $ 14,726 | $ 9,908 |
CONSOLIDATED FINANCIAL STATEM_6
CONSOLIDATED FINANCIAL STATEMENT DETAILS - Schedule of Property and Equipment (Detail) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 | Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Dec. 31, 2021 | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 |
Property, Plant and Equipment [Line Items] | |||||||||
Total property and equipment | $ 40,513 | $ 37,894 | |||||||
Less: accumulated depreciation | (28,614) | (25,654) | |||||||
Property and equipment (net) | $ 12,137 | 11,899 | $ 12,141 | $ 11,890 | $ 12,167 | 12,240 | $ 12,630 | $ 12,606 | $ 13,338 |
Computer hardware | |||||||||
Property, Plant and Equipment [Line Items] | |||||||||
Total property and equipment | 17,684 | 15,747 | |||||||
Computer software | |||||||||
Property, Plant and Equipment [Line Items] | |||||||||
Total property and equipment | 9,547 | 9,023 | |||||||
Furniture and fixtures | |||||||||
Property, Plant and Equipment [Line Items] | |||||||||
Total property and equipment | 2,550 | 2,242 | |||||||
Networking equipment | |||||||||
Property, Plant and Equipment [Line Items] | |||||||||
Total property and equipment | 7,715 | 8,089 | |||||||
Leasehold improvements | |||||||||
Property, Plant and Equipment [Line Items] | |||||||||
Total property and equipment | $ 3,017 | $ 2,793 |
CONSOLIDATED FINANCIAL STATEM_7
CONSOLIDATED FINANCIAL STATEMENT DETAILS - Schedule of Accrued Liabilities (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 | Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Dec. 31, 2021 | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 |
Balance Sheet Related Disclosures [Abstract] | |||||||||
Accrued payroll and related | $ 4,804 | $ 13,103 | |||||||
Accrued cost of revenue | 4,091 | 1,886 | |||||||
Accrued other expenses | 3,970 | 5,552 | |||||||
Sales and other taxes payable | 2,813 | 1,621 | |||||||
Finance Lease Obligation | 115 | ||||||||
Finance Lease Obligation | 191 | $ 528 | $ 641 | $ 504 | |||||
Total accrued liabilities | $ 15,850 | $ 15,793 | $ 14,590 | $ 15,660 | $ 11,676 | $ 22,353 |
RIGHT-OF USE ASSETS AND LEASE_3
RIGHT-OF USE ASSETS AND LEASE LIABILITIES - Additional Information (Detail) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Lessee, Lease, Description [Line Items] | ||
Operating lease, extension term | 10 years | |
Finance lease, extension term | 10 years | |
Rent expense, ASC 842 | $ 3.5 | |
Rent expense, ASC 840 | $ 2.7 | |
Minimum | ||
Lessee, Lease, Description [Line Items] | ||
Operating lease, remaining lease term | 1 year | |
Finance lease, remaining lease term | 1 year | |
Minimum | Leasehold improvements | ||
Lessee, Lease, Description [Line Items] | ||
Useful life of property plant and equipment | 1 year | |
Maximum | ||
Lessee, Lease, Description [Line Items] | ||
Operating lease, remaining lease term | 10 years | |
Finance lease, remaining lease term | 10 years | |
Maximum | Leasehold improvements | ||
Lessee, Lease, Description [Line Items] | ||
Useful life of property plant and equipment | 10 years |
RIGHT-OF USE ASSETS AND LEASE_4
RIGHT-OF USE ASSETS AND LEASE LIABILITIES - Summary of Lease, Cost (Detail) $ in Thousands | 12 Months Ended |
Dec. 31, 2022 USD ($) | |
Lessee Disclosure [Abstract] | |
Operating lease cost | $ 3,531 |
Finance lease cost | |
Amortization of leased assets | 350 |
Interest on lease liabilities | 17 |
Total finance lease cost | $ 367 |
RIGHT-OF USE ASSETS AND LEASE_5
RIGHT-OF USE ASSETS AND LEASE LIABILITIES - Summary of Supplemental Disclosure for the Balance Sheet Related to Finance Leases (Detail) $ in Thousands | Dec. 31, 2022 USD ($) |
Assets | |
Finance lease right-of-use assets included in property and equipment, net | $ 250 |
Liabilities | |
Current portion of finance lease liabilities included in Accrued liabilities | $ 115 |
Finance Lease, Liability, Current, Statement of Financial Position [Extensible Enumeration] | Accrued liabilities |
Non-current portion of finance lease liabilities included in other long-term liabilities | $ 135 |
Finance Lease, Liability, Noncurrent, Statement of Financial Position [Extensible Enumeration] | Other long-term liabilities |
Total finance lease liabilities | $ 250 |
RIGHT-OF USE ASSETS AND LEASE_6
RIGHT-OF USE ASSETS AND LEASE LIABILITIES - Summary of Other Information about Operating and Finance Lease (Detail) | Dec. 31, 2022 |
Weighted average remaining lease term (in years) | |
Operating leases | 7 years 8 months 15 days |
Finance leases | 2 years 18 days |
Weighted average discount rate: | |
Operating leases | 7.60% |
Finance leases | 5.50% |
RIGHT-OF USE ASSETS AND LEASE_7
RIGHT-OF USE ASSETS AND LEASE LIABILITIES - Summary of Operating and Finance Liability Maturity (Detail) $ in Thousands | Dec. 31, 2022 USD ($) |
Operating Leases | |
2023 | $ 2,532 |
2024 | 1,877 |
2025 | 1,662 |
2026 | 1,370 |
2027 | 1,385 |
Thereafter | 6,220 |
Total minimum lease payments | 15,046 |
Interest expense | (3,960) |
Total | 11,086 |
Finance Leases | |
2023 | 128 |
2024 | 113 |
2025 | 24 |
2026 | 0 |
2027 | 0 |
Thereafter | 0 |
Total minimum lease payments | 265 |
Interest expense | (15) |
Total | $ 250 |
GOODWILL AND INTANGIBLE ASSET_2
GOODWILL AND INTANGIBLE ASSETS - Summary of Goodwill Balance Consist (Detail) - USD ($) | 3 Months Ended | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Goodwill [Roll Forward] | |||
Goodwill at beginning of period | $ 427,057,000 | $ 383,415,000 | $ 384,202,000 |
Acquisition | 44,859,000 | ||
Impairment | (58,100,000) | (58,074,000) | 0 |
Currency translation | (494,000) | (787,000) | |
Goodwill at end of period | $ 369,706,000 | $ 369,706,000 | $ 383,415,000 |
GOODWILL AND INTANGIBLE ASSET_3
GOODWILL AND INTANGIBLE ASSETS - Summary Of Other Intangible Assets (Detail) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Finite-Lived Intangible Assets [Line Items] | ||
Carrying Gross Amount | $ 532,782 | $ 492,970 |
Accumulated Amortization | (340,278) | (290,420) |
Net Carrying Value | 192,504 | 202,550 |
Customer relationships | ||
Finite-Lived Intangible Assets [Line Items] | ||
Carrying Gross Amount | 327,317 | 305,648 |
Accumulated Amortization | (197,483) | (168,519) |
Net Carrying Value | 129,834 | 137,129 |
Technology | ||
Finite-Lived Intangible Assets [Line Items] | ||
Carrying Gross Amount | 46,978 | 45,983 |
Accumulated Amortization | (42,348) | (37,529) |
Net Carrying Value | 4,630 | 8,454 |
Carrier contracts | ||
Finite-Lived Intangible Assets [Line Items] | ||
Carrying Gross Amount | 70,210 | 65,700 |
Accumulated Amortization | (47,483) | (40,488) |
Net Carrying Value | 22,727 | 25,212 |
Trademarks | ||
Finite-Lived Intangible Assets [Line Items] | ||
Carrying Gross Amount | 16,214 | 15,733 |
Accumulated Amortization | (11,060) | (9,221) |
Net Carrying Value | 5,154 | 6,512 |
Internally developed computer software | ||
Finite-Lived Intangible Assets [Line Items] | ||
Carrying Gross Amount | 72,063 | 59,906 |
Accumulated Amortization | (41,904) | (34,663) |
Net Carrying Value | $ 30,159 | $ 25,243 |
GOODWILL AND INTANGIBLE ASSET_4
GOODWILL AND INTANGIBLE ASSETS - Additional Information (Detail) - USD ($) | 3 Months Ended | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |||
Goodwill impairment | $ 58,100,000 | $ 58,074,000 | $ 0 |
Amortization expense | $ 50,800,000 | $ 46,700,000 |
GOODWILL AND INTANGIBLE ASSET_5
GOODWILL AND INTANGIBLE ASSETS - Summary Of Weighted Average Remaining Useful Lives Per Intangible Asset Category (Detail) | 12 Months Ended |
Dec. 31, 2022 | |
Customer relationships | |
Finite-Lived Intangible Assets [Line Items] | |
Weighted average remaining useful lives per intangible asset category | 5 years |
Technology | |
Finite-Lived Intangible Assets [Line Items] | |
Weighted average remaining useful lives per intangible asset category | 2 years 7 months 6 days |
Carrier contracts | |
Finite-Lived Intangible Assets [Line Items] | |
Weighted average remaining useful lives per intangible asset category | 3 years 7 months 6 days |
Trademarks | |
Finite-Lived Intangible Assets [Line Items] | |
Weighted average remaining useful lives per intangible asset category | 4 years 3 months 18 days |
Internally developed computer software | |
Finite-Lived Intangible Assets [Line Items] | |
Weighted average remaining useful lives per intangible asset category | 4 years 2 months 12 days |
GOODWILL AND INTANGIBLE ASSET_6
GOODWILL AND INTANGIBLE ASSETS - Summary Of The Estimated Amortization Expense (Detail) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
2023 | $ 49,657 | |
2024 | 45,932 | |
2025 | 43,206 | |
2026 | 28,607 | |
2027 | 9,645 | |
Thereafter | 15,457 | |
Net Carrying Value | $ 192,504 | $ 202,550 |
LONG-TERM DEBT AND OTHER BORR_3
LONG-TERM DEBT AND OTHER BORROWINGS, NET - Summary of Debt (Detail) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 | Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Dec. 31, 2021 | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 |
Debt Instrument [Line Items] | |||||||||
Total | $ 425,408 | $ 425,980 | |||||||
Less—current portion | $ (5,370) | (5,345) | $ (5,319) | $ (3,165) | $ (3,206) | (3,326) | $ (3,153) | $ (3,153) | $ (3,153) |
Less—equity component, net of accumulated amortization | 0 | (15,517) | |||||||
Less—debt issuance cost, net of accumulated amortization of $8.5 million and $6.1 million, respectively | (6,153) | (8,022) | |||||||
Long-term debt and other borrowings, net | $ 413,090 | 413,910 | $ 414,683 | $ 413,788 | $ 414,026 | 399,115 | $ 378,356 | $ 297,773 | $ 298,010 |
Accumulated amortization of debt issuance cost | 8,500 | 6,100 | |||||||
Term Loan – UBS | |||||||||
Debt Instrument [Line Items] | |||||||||
Total | 302,654 | 305,807 | |||||||
Notes under the Backstop Agreement | |||||||||
Debt Instrument [Line Items] | |||||||||
Total | 120,000 | 120,000 | |||||||
Other Borrowings | |||||||||
Debt Instrument [Line Items] | |||||||||
Total | $ 2,754 | $ 173 |
LONG-TERM DEBT AND OTHER BORR_4
LONG-TERM DEBT AND OTHER BORROWINGS, NET - Summary of Future Principal Repayments on long-term Debt (Detail) $ in Thousands | Dec. 31, 2022 USD ($) |
Debt Disclosure [Abstract] | |
2023 | $ 5,345 |
2024 | 300,063 |
2025 | 0 |
2026 | 0 |
2027 | 0 |
Thereafter | 120,000 |
Total | $ 425,408 |
LONG-TERM DEBT AND OTHER BORR_5
LONG-TERM DEBT AND OTHER BORROWINGS, NET - Additional Information (Detail) | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | |||||||||||||||||
Dec. 22, 2022 | Aug. 03, 2022 USD ($) payment | Sep. 21, 2021 shares | Nov. 12, 2019 USD ($) | Dec. 21, 2018 USD ($) | Oct. 08, 2018 EUR (€) | Mar. 31, 2023 USD ($) | Mar. 31, 2022 USD ($) shares | Mar. 31, 2021 USD ($) | Jun. 30, 2022 USD ($) | Jun. 30, 2021 USD ($) | Sep. 30, 2022 USD ($) | Sep. 30, 2021 USD ($) | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | Dec. 31, 2022 EUR (€) | Dec. 23, 2022 USD ($) | Oct. 28, 2022 USD ($) $ / shares shares | Jan. 01, 2022 | Dec. 31, 2021 EUR (€) | Dec. 31, 2020 USD ($) | |
Short-term Debt [Line Items] | |||||||||||||||||||||
Amortization of debt issuance costs | $ 625,000 | $ 587,000 | $ 524,000 | $ 1,188,000 | $ 1,047,000 | $ 1,806,000 | $ 1,569,000 | $ 2,427,000 | $ 2,097,000 | ||||||||||||
Restricted net assets of consolidated subsidiaries | 192,500,000 | 256,700,000 | |||||||||||||||||||
Outstanding balance of debt | 425,408,000 | 425,980,000 | |||||||||||||||||||
Net carrying amount | 425,408,000 | ||||||||||||||||||||
Unamortized debt issuance costs | $ 6,153,000 | 8,022,000 | |||||||||||||||||||
Sponsor | LLC Merger Sub | |||||||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||||||
Shares contributed (in shares) | shares | 100,000 | ||||||||||||||||||||
Bank Overdraft Facility | Bank Overdrafts | |||||||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||||||
Outstanding balance of debt | € | € 0 | € 0 | |||||||||||||||||||
Commitment fee percentage | 0% | ||||||||||||||||||||
Base fee percentage | 0.0940 | 0.0940 | |||||||||||||||||||
Base fee overage charge percentage | 0.06 | ||||||||||||||||||||
Bank Overdraft Facility | Bank Overdrafts | Belgium Subsidiary | |||||||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||||||
Face amount of debt | € | € 250,000,000 | ||||||||||||||||||||
Bank Overdraft Facility | Base Rate | Bank Overdrafts | |||||||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||||||
Basis spread on interest rate | 2% | ||||||||||||||||||||
Line of Credit | Credit Facilities | |||||||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||||||
Percentage of existing and future equity interests secured | 0.65 | ||||||||||||||||||||
Line of Credit | Secured Debt | Senior Secured UBS Term Loan | |||||||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||||||
Face amount of debt | $ 35,000,000 | $ 280,000,000 | |||||||||||||||||||
Quarterly principal payment | 800,000 | ||||||||||||||||||||
Debt issuance costs | $ 200,000 | ||||||||||||||||||||
Contractual interest expense | $ 22,500,000 | ||||||||||||||||||||
Amortization of debt issuance costs | 2,400,000 | ||||||||||||||||||||
Outstanding balance of debt | $ 302,700,000 | 305,800,000 | |||||||||||||||||||
Line of Credit | Secured Debt | Senior Secured UBS Term Loan | London Interbank Offered Rate (LIBOR) | |||||||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||||||
Basis spread on interest rate | 5.50% | ||||||||||||||||||||
Line of Credit | Revolving Credit Facility | Senior Secured Revolving Credit Facility | |||||||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||||||
Face amount of debt | $ 30,000,000 | ||||||||||||||||||||
Outstanding balance of debt | $ 0 | $ 0 | |||||||||||||||||||
Maximum leverage ratio | 5 | ||||||||||||||||||||
Capitalized debt issuance costs | $ 200,000 | ||||||||||||||||||||
Line of Credit | Revolving Credit Facility | Senior Secured Revolving Credit Facility | Maximum | |||||||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||||||
Commitment fee percentage | 0.38% | ||||||||||||||||||||
Line of Credit | Revolving Credit Facility | Senior Secured Revolving Credit Facility | London Interbank Offered Rate (LIBOR) | |||||||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||||||
Basis spread on interest rate | 5.50% | ||||||||||||||||||||
Basis spread floor rate | 0 | ||||||||||||||||||||
Line of Credit | Revolving Credit Facility | Senior Secured Revolving Credit Facility | Secured Overnight Financing Rate (SOFR) | |||||||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||||||
Basis spread adjustment on interest rate | 0.0010 | ||||||||||||||||||||
Line of Credit | Revolving Credit Facility | Senior Secured Revolving Credit Facility | Base Rate | |||||||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||||||
Basis spread on interest rate | 4.50% | ||||||||||||||||||||
Line of Credit | Revolving Credit Facility | Senior Secured Revolving Credit Facility, Subject To Covenant | London Interbank Offered Rate (LIBOR) | |||||||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||||||
Basis spread on interest rate | 5.25% | ||||||||||||||||||||
Line of Credit | Revolving Credit Facility | Senior Secured Revolving Credit Facility, Subject To Covenant | Base Rate | |||||||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||||||
Basis spread on interest rate | 4.25% | ||||||||||||||||||||
Senior Notes | Backstop Notes | |||||||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||||||
Face amount of debt | $ 95,100,000 | ||||||||||||||||||||
Effective interest rate | 5.90% | ||||||||||||||||||||
Senior Notes | Additional Backstop Notes | |||||||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||||||
Face amount of debt | $ 24,900,000 | ||||||||||||||||||||
Effective interest rate | 6.10% | ||||||||||||||||||||
Senior Notes | Notes | |||||||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||||||
Maturity period | 7 years | ||||||||||||||||||||
Interest rate | 5.50% | ||||||||||||||||||||
Exchangeable rate per share (in dollars per share) | $ / shares | $ 12.50 | ||||||||||||||||||||
Exchangeable rate shares (in shares) | shares | 9,600,000 | 9,600,000 | |||||||||||||||||||
Net carrying amount | 117,500,000 | $ 102,000,000 | |||||||||||||||||||
Unamortized debt issuance costs | 2,500,000 | 2,500,000 | |||||||||||||||||||
Unamortized equity component costs | 15,500,000 | ||||||||||||||||||||
Senior Notes | Notes | Fair Value, Inputs, Level 3 | |||||||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||||||
Estimated fair value | 92,900,000 | $ 118,600,000 | |||||||||||||||||||
Notes Payable, Other Payables | Premium Finance Agreement | |||||||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||||||
Face amount of debt | $ 3,600,000 | ||||||||||||||||||||
Outstanding balance of debt | $ 2,200,000 | $ 2,800,000 | |||||||||||||||||||
Interest rate | 4.60% | ||||||||||||||||||||
Term of debt | 20 months | ||||||||||||||||||||
Number of fixed monthly principal and interest payments | payment | 20 | ||||||||||||||||||||
Fixed monthly principal and interest payments | $ 190,000 |
INCOME TAXES - Summary of Incom
INCOME TAXES - Summary of Income (Loss) Before Provision (Benefit) (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | ||
United States | $ (92,021) | $ (12,184) |
Foreign | (24,596) | (21,368) |
Total loss before income taxes | $ (116,617) | $ (33,552) |
INCOME TAXES - Summary of Compo
INCOME TAXES - Summary of Components of the Provision for Income Taxes (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | |||||||||
Mar. 31, 2023 | Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | |
Current: | |||||||||||||
Federal | $ 4,309 | $ 782 | |||||||||||
State | 905 | 442 | |||||||||||
Foreign | 558 | (309) | |||||||||||
Total current provision | 5,772 | 915 | |||||||||||
Deferred: | |||||||||||||
Federal | (9,336) | (6,478) | |||||||||||
State | (4,455) | (748) | |||||||||||
Foreign | (2,398) | (2,465) | |||||||||||
Total deferred benefit | $ (1,994) | $ (3,296) | $ (1,387) | $ (6,421) | $ (3,377) | $ (8,583) | $ (7,441) | (16,189) | (9,691) | ||||
Total income tax benefit | $ (369) | $ (1,805) | $ (2,268) | $ (2,212) | $ (3,873) | $ (1,795) | $ (1,256) | $ (4,480) | $ (3,051) | $ (6,285) | $ (6,925) | $ (10,417) | $ (8,776) |
INCOME TAXES - Summary of Recon
INCOME TAXES - Summary of Reconciliation Between Income Taxes Computed at the U.S. Statutory Income Tax Rate (Detail) - USD ($) | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | |||||||||
Mar. 31, 2023 | Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |||||||||||||
Benefit for income taxes at 21% rate | $ (24,490,000) | $ (7,045,000) | |||||||||||
State taxes, net of federal benefit | (1,358,000) | (1,147,000) | |||||||||||
Change in valuation allowance | 10,628,000 | (642,000) | |||||||||||
Rate change | (1,687,000) | 774,000 | |||||||||||
Credits | (604,000) | (602,000) | |||||||||||
Permanent differences and other | (2,712,000) | 2,852,000 | |||||||||||
Revaluation of warrants | (53,000) | (1,106,000) | |||||||||||
Uncertain tax positions | 591,000 | 544,000 | |||||||||||
Foreign withholding tax | 134,000 | 116,000 | |||||||||||
Foreign rate differential | (2,120,000) | (2,587,000) | |||||||||||
Executive compensation expense | 872,000 | 1,517,000 | |||||||||||
Transaction related expense | 210,000 | (1,450,000) | |||||||||||
Global intangible low taxed income | 283,000 | 0 | |||||||||||
Foreign derived intangible income | (311,000) | 0 | |||||||||||
Goodwill impairment | 10,200,000 | 0 | |||||||||||
Total income tax benefit | $ (369,000) | $ (1,805,000) | $ (2,268,000) | $ (2,212,000) | $ (3,873,000) | $ (1,795,000) | $ (1,256,000) | $ (4,480,000) | $ (3,051,000) | $ (6,285,000) | $ (6,925,000) | $ (10,417,000) | $ (8,776,000) |
Benefit for income taxes, percentage | 21% | 21% | |||||||||||
State taxes, net of federal benefit, percentage | 1.20% | 3.40% | |||||||||||
Change in valuation allowance, percentage | (9.10%) | 1.90% | |||||||||||
Rate change, percentage | 1.40% | (2.30%) | |||||||||||
Credits, percentage | 0.50% | 1.80% | |||||||||||
Permanent differences and other, percentage | 2.20% | (8.50%) | |||||||||||
Revaluation of warrants, percentage | 0% | 3.30% | |||||||||||
Uncertain tax positions, percentage | (0.50%) | (1.60%) | |||||||||||
Foreign withholding tax, percentage | (0.10%) | (0.30%) | |||||||||||
Foreign rate differential, percentage | 1.80% | 7.70% | |||||||||||
Executive compensation expense, percentage | (0.70%) | (4.50%) | |||||||||||
Transaction related expense, percentage | (0.20%) | 4.30% | |||||||||||
Global intangible low taxed income, percentage | (0.20%) | 0% | |||||||||||
Foreign derived intangible income, percentage | 0.30% | 0% | |||||||||||
Goodwill impairment, percentage | (8.70%) | 0% | |||||||||||
Benefit for income taxes, percentage | 2% | 16% | 8.90% | 26.20% |
INCOME TAXES - Summary of Defer
INCOME TAXES - Summary of Deferred Income Taxes (Detail) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Deferred tax assets: | ||
Net operating loss carry-forward | $ 13,617 | $ 7,504 |
Credit carry-forward | 1,386 | 1,956 |
Interest expense limitation carry-forward | 15,844 | 12,053 |
Non-deductible reserves | 339 | 374 |
Accruals and other temporary differences | 2,835 | 1,288 |
Stock compensation | 1,164 | 0 |
Lease liability | 2,780 | |
Property and equipment | 1,007 | 1,018 |
Gross deferred tax assets | 38,972 | 24,193 |
Less Valuation allowance | (16,177) | (5,750) |
Total deferred tax assets (after valuation allowance) | 22,795 | 18,443 |
Deferred tax liabilities: | ||
Property and equipment | (1,738) | (4,151) |
Intangible assets | (33,117) | (40,771) |
Goodwill | (5,914) | (7,474) |
Debt Discount | 0 | (3,972) |
Accounting method change | (1,378) | 0 |
Right of use asset | (2,514) | |
Research and development costs | (3,327) | 0 |
Total deferred tax liabilities | (47,988) | (56,368) |
Net deferred tax liabilities | $ (25,193) | $ (37,925) |
INCOME TAXES - Additional Inf_2
INCOME TAXES - Additional Information (Detail) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Operating Loss Carryforwards [Line Items] | ||
Increase in valuation allowance | $ 10,400,000 | |
Disallowance of interest expenses carryforward, amount | 68,800,000 | |
Income tax charge related to GILTI | 283,000 | $ 0 |
Undistributed earnings of foreign subsidiaries | 19,500,000 | |
Unrecognized tax benefits, income tax penalties | 9,000 | 100,000 |
Income tax penalties and interest accrued | 1,000,000 | $ 1,000,000 |
State and Local Jurisdiction | ||
Operating Loss Carryforwards [Line Items] | ||
Operating loss carryforwards | 39,000,000 | |
State and Local Jurisdiction | Research and development tax credit carryforward | ||
Operating Loss Carryforwards [Line Items] | ||
Tax credit carryforward, amount | 100,000 | |
State and Local Jurisdiction | Indefinite Period | ||
Operating Loss Carryforwards [Line Items] | ||
Operating loss carryforwards | 13,000,000 | |
Foreign Tax Authority | ||
Operating Loss Carryforwards [Line Items] | ||
Operating loss carryforwards | 38,000,000 | |
Foreign Tax Authority | Research and development tax credit carryforward | ||
Operating Loss Carryforwards [Line Items] | ||
Tax credit carryforward, amount | 1,300,000 | |
Federal Tax Authority | ||
Operating Loss Carryforwards [Line Items] | ||
Operating loss carryforwards | 0 | |
Federal Tax Authority | Research and development tax credit carryforward | ||
Operating Loss Carryforwards [Line Items] | ||
Tax credit carryforward, amount | $ 0 |
INCOME TAXES - Summary of Gross
INCOME TAXES - Summary of Gross Unrecognized Tax Benefits (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward] | ||
Unrecognized tax benefits at the beginning of the year | $ 8,132 | $ 7,690 |
Additions for tax positions of current year | 442 | 442 |
Unrecognized tax benefits at the end of the year | $ 8,574 | $ 8,132 |
COMMITMENTS AND CONTINGENCIES -
COMMITMENTS AND CONTINGENCIES - Additional Information (Detail) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Standby Letters of Credit | ||
Long-Term Purchase Commitment [Line Items] | ||
Off balance sheet credit exposure | $ 0 | $ 400,000 |
COMMITMENTS AND CONTINGENCIES_2
COMMITMENTS AND CONTINGENCIES - Summary of the Purchase Commitments (Detail) $ in Thousands | Dec. 31, 2022 USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
2023 | $ 29,012 |
2024 | 5,808 |
2025 | 7,590 |
2026 | 4,505 |
2027 | 4,773 |
Thereafter | 5,000 |
Total | $ 56,688 |
COMMITMENTS AND CONTINGENCIES_3
COMMITMENTS AND CONTINGENCIES - Schedule of Future Minimum Lease Payments Under Operating Leases (Detail) $ in Thousands | Dec. 31, 2021 USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
2022 | $ 2,924 |
2023 | 1,904 |
2024 | 1,495 |
2025 | 1,170 |
2026 | 958 |
Thereafter | 3,412 |
Total | $ 11,863 |
COMMITMENTS AND CONTINGENCIES_4
COMMITMENTS AND CONTINGENCIES - Schedule of Future Minimum Lease Payments Under Capital Leases (Detail) $ in Thousands | Dec. 31, 2021 USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
2022 | $ 207 |
2023 | 143 |
2024 | 119 |
2025 | 26 |
2026 | 0 |
Total minimum lease payments | 495 |
Interest expense | (40) |
Total | $ 455 |
STOCK-BASED COMPENSATION - Su_3
STOCK-BASED COMPENSATION - Summary Of Share-based Payment Arrangement, Restricted Stock Unit, Activity (Detail) - Restricted Stock Units (RSUs) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Number of awards outstanding (in thousands) | |||
Unvested RSUs at beginning of period (in shares) | 5,515 | 0 | |
RSUs granted (in shares) | 4,230 | 5,789 | |
RSUs vested (in shares) | (395) | (52) | |
RSUs forfeited and canceled (in shares) | (123) | (222) | |
Unvested RSUs at end of period (in shares) | 9,227 | 5,515 | |
Weighted-average grant date fair value (per share) | |||
Unvested RSUs at beginning of period (in dollars per share) | $ 5.54 | $ 6.69 | $ 0 |
RSUs granted (in dollars per share) | 1.72 | 6.24 | |
RSUs vested (in dollars per share) | 6.78 | 6.88 | |
RSUs forfeited and canceled (in dollars per share) | $ 6.97 | $ 6.97 | |
Aggregate intrinsic value (in thousands) | |||
Unvested RSUs at beginning of period | $ 34,191 | $ 0 | |
RSUs granted | 7,297 | 36,101 | |
RSUs vested | (2,680) | (362) | |
RSUs forfeited and canceled | (859) | (1,548) | |
Unvested RSUs at end of period | $ 37,949 | $ 34,191 |
STOCK-BASED COMPENSATION - Ad_2
STOCK-BASED COMPENSATION - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Millions | 3 Months Ended | 12 Months Ended | |
Dec. 31, 2021 | Mar. 31, 2023 | Dec. 31, 2022 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Cash consideration net of applicable withholding taxes | $ 4.1 | ||
Shares issued as share consideration (in shares) | 200,426 | ||
Value of shares issued as share consideration | $ 4.3 | ||
Shares issued as share consideration net of shares for applicable withholding taxes (in shares) | 4,325 | ||
Time-Based Restricted Stock Units (RSUs) | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
RSUs granted (in shares) | 2,100,000 | 4,000,000 | |
Performance-Based Restricted Stock Units (RSUs) | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
RSUs granted (in shares) | 2,100,000 | 1,700,000 | |
Unvested RSUs (in shares) | 1,600,000 | ||
Performance-Based Restricted Stock Units (RSUs) | Minimum | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Vesting range | 0% | ||
Performance-Based Restricted Stock Units (RSUs) | Maximum | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Vesting range | 150% | ||
Market-Based Restricted Stock Units (RSUs) | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
RSUs granted (in shares) | 200,000 | ||
Trading days trigger for RSUs to vest | 20 days | ||
Consecutive trading days trigger for RSUs to vest | 30 days | ||
Market-Based Restricted Stock Units (RSUs) | Share-Based Payment Arrangement, Tranche One | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Closing stock price trigger for RSUs to vest (in dollars per share) | $ 13 | ||
Market-Based Restricted Stock Units (RSUs) | Share-Based Payment Arrangement, Tranche Two | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Closing stock price trigger for RSUs to vest (in dollars per share) | 15 | ||
Market-Based Restricted Stock Units (RSUs) | Share-Based Payment Arrangement, Tranche Three | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Closing stock price trigger for RSUs to vest (in dollars per share) | $ 18 |
STOCK-BASED COMPENSATION - Su_4
STOCK-BASED COMPENSATION - Summary of Significant Inputs Used in Valuation of RSU (Detail) - Restricted Stock Units (RSUs) | 12 Months Ended |
Dec. 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 | 1.40% |
Risk-free interest rate, maximum | 2.10% |
Minimum | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Expected term (in years) | 5 years |
Maximum | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Expected term (in years) | 80 years |
STOCK-BASED COMPENSATION - Su_5
STOCK-BASED COMPENSATION - Summary of Share-based Compensation Expense (Detail) - Restricted Stock Units (RSUs) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Total Stock Compensation Expense | $ 2,570 | $ 2,050 | $ 10,296 | $ 4,564 |
Unrecognized Compensation Cost | $ 26,300 | $ 24,272 | $ 0 | |
Remaining recognition period (in years) | 2 years 2 months 12 days | 2 years 7 months 6 days |
STOCK-BASED COMPENSATION - Su_6
STOCK-BASED COMPENSATION - Summary Of Share-based Payment Arrangement, Option, Activity (Detail) - $ / shares | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Number of Options | ||
Balance at beginning of period (in shares) | 432,500 | |
Granted (in shares) | 0 | |
Exercised (in shares) | 0 | |
Forfeited and Cancelled (in shares) | (432,500) | |
Expired (in shares) | 0 | |
Balance at end of period (in shares) | 0 | 432,500 |
Weighted Average Grant Date Fair Value per Option (Amount) | ||
Balance at beginning of period (in dollars per share) | $ 15.45 | |
Granted (in dollars per share) | 0 | |
Exercised (in dollars per share) | 0 | |
Expired (in dollars per share) | 0 | |
Cancelled (in dollars per share) | 15.45 | |
Balance at end of period (in dollars per share) | 0 | $ 15.45 |
Weighted Average Exercise Price (Amount) | ||
Balance at beginning of period (in dollars per share) | 141.53 | |
Granted (in dollars per share) | 0 | |
Exercised (in dollars per share) | 0 | |
Expired (in dollars per share) | 0 | |
Cancelled (in dollars per share) | 141.53 | |
Balance at end of period (in dollars per share) | $ 0 | $ 141.53 |
Weighted Average Remaining Contractual Term (Years) | ||
Term of options outstanding | 7 years 8 months 12 days | |
Term of options cancelled | 7 years 8 months 12 days |
WARRANTS ON COMMON STOCK (Det_2
WARRANTS ON COMMON STOCK (Detail) - USD ($) | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | ||||||||||
Mar. 31, 2023 | Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Class of Warrant or Right [Line Items] | ||||||||||||||
Warrants outstanding (in shares) | 8,911,744 | 8,911,744 | ||||||||||||
Change in fair value of warrant liability | $ (3,000) | $ (120,000) | $ (106,000) | $ (27,000) | $ (2,898,000) | $ 41,000 | $ (2,424,000) | $ (133,000) | $ (2,383,000) | $ (253,000) | $ (5,281,000) | $ (254,000) | $ (5,267,000) | |
Warrant | ||||||||||||||
Class of Warrant or Right [Line Items] | ||||||||||||||
Share price (in dollars per share) | $ 0.13 | $ 0.12 | $ 1.05 | |||||||||||
Public Warrants | ||||||||||||||
Class of Warrant or Right [Line Items] | ||||||||||||||
Warrants exercisable, period after completion of business combination | 30 days | |||||||||||||
Warrants exercisable, period after closing of public offering | 12 months | |||||||||||||
Warrants expiration period | 5 years | |||||||||||||
Public Warrants | CTAC | ||||||||||||||
Class of Warrant or Right [Line Items] | ||||||||||||||
Number of shares each warrant holder is entitled to purchase (in shares) | 1 | |||||||||||||
Exercise price per warrant (in dollars per share) | $ 11.50 | |||||||||||||
Warrants outstanding (in shares) | 8,638,966 | |||||||||||||
Private Placement Warrants | ||||||||||||||
Class of Warrant or Right [Line Items] | ||||||||||||||
Warrants outstanding (in shares) | 272,779 | |||||||||||||
Warrants transferable, period after completion of business combination | 30 days | |||||||||||||
Aggregate value of warrants | $ 35,500 | $ 32,700 | $ 300,000 | |||||||||||
Private Placement Warrants | Minimum | ||||||||||||||
Class of Warrant or Right [Line Items] | ||||||||||||||
Warrant price per share triggering redemption (in dollars per share) | $ 10 | |||||||||||||
Private Placement Warrants | CTAC | ||||||||||||||
Class of Warrant or Right [Line Items] | ||||||||||||||
Number of shares each warrant holder is entitled to purchase (in shares) | 1 | |||||||||||||
Exercise price per warrant (in dollars per share) | $ 11.50 | |||||||||||||
Warrants outstanding (in shares) | 272,779 | |||||||||||||
KORE Warrants | ||||||||||||||
Class of Warrant or Right [Line Items] | ||||||||||||||
Exercise price per warrant (in dollars per share) | $ 0.01 | $ 0.01 | ||||||||||||
Warrants outstanding (in shares) | 0 | 0 |
NET LOSS PER SHARE - Summary _3
NET LOSS PER SHARE - Summary Of Earnings Per Shares, Basic and Diluted (Detail) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | |||||||||
Mar. 31, 2023 | Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | |
Numerator: | |||||||||||||
Net loss attributable to the Company | $ (18,490) | $ (14,277) | $ (10,790) | $ (11,572) | $ (4,373) | $ (6,202) | $ (1,999) | $ (22,362) | $ (8,201) | $ (36,639) | $ (12,574) | $ (106,200) | $ (24,776) |
Less cumulative earnings to preferred shareholder | 0 | (22,822) | |||||||||||
Add premium on preferred conversion to common shares | 0 | 4,074 | |||||||||||
Net income (loss) attributable to common stockholders, basic | (106,200) | (43,524) | |||||||||||
Net income (loss) attributable to common stockholders, diluted | $ (106,200) | $ (43,524) | |||||||||||
Weighted average common shares and warrants outstanding | |||||||||||||
Basic (in number) | 76,524,735 | 76,240,530 | 76,239,989 | 74,040,261 | 32,098,715 | 31,647,131 | 31,647,131 | 75,146,201 | 31,647,131 | 75,514,986 | 31,799,313 | 75,710,904 | 41,933,050 |
Diluted (in number) | 76,524,735 | 76,240,530 | 76,239,989 | 74,040,261 | 32,098,715 | 31,647,131 | 31,647,131 | 75,146,201 | 31,647,131 | 75,514,986 | 31,799,313 | 75,710,904 | 41,933,050 |
Net loss per unit attributable to common stockholder | |||||||||||||
Basic (in dollars per share) | $ (0.24) | $ (0.19) | $ (0.14) | $ (0.16) | $ (0.26) | $ (0.43) | $ (0.30) | $ (0.30) | $ (0.73) | $ (0.48) | $ (0.98) | $ (1.40) | $ (1.04) |
Diluted (in dollars per share) | $ (0.24) | $ (0.19) | $ (0.14) | $ (0.16) | $ (0.26) | $ (0.43) | $ (0.30) | $ (0.30) | $ (0.73) | $ (0.48) | $ (0.98) | $ (1.40) | $ (1.04) |
NET LOSS PER SHARE - Summary _4
NET LOSS PER SHARE - Summary Of Diluted Shares Outstanding (Detail) - shares | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Restricted stock grants with only service conditions | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities excluded from computation of earnings per share (in shares) | 4,529,117 | 3,108,277 | 3,552,416 | 0 |
Common stock issued under the Backstop Agreement | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities excluded from computation of earnings per share (in shares) | 9,600,031 | 9,600,031 | 9,600,031 | 9,600,031 |
Private Placement Warrants | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities excluded from computation of earnings per share (in shares) | 272,779 | 272,779 | ||
Series C Convertible Preferred Stock | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities excluded from computation of earnings per share (in shares) | 0 | 2,566,186 | ||
Stock Options | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities excluded from computation of earnings per share (in shares) | 0 | 432,500 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Detail) $ in Millions | 11 Months Ended | 12 Months Ended | |
Dec. 31, 2022 USD ($) | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | |
KORE TM Data Brasil Processamento de Dados Ltda. | Lease And Professional Services Agreement | |||
Related Party Transaction [Line Items] | |||
Aggregated related party transactions | $ 0.3 | $ 0.2 | |
BMP, Inc. | Purchase And Deliver Telecommunication Equipment | |||
Related Party Transaction [Line Items] | |||
Percentage of gross amount of each cost incurred | 0.07 | ||
BMP Brasil | Hardware And Services | |||
Related Party Transaction [Line Items] | |||
Aggregated related party transactions | $ 2.3 |
Quarterly Unaudited Financial_3
Quarterly Unaudited Financial Statements - Consolidated Balance Sheets (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 | Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Dec. 31, 2021 | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Dec. 31, 2020 |
Current assets | ||||||||||
Cash | $ 30,600 | $ 34,645 | $ 42,925 | $ 40,441 | $ 31,914 | $ 85,976 | $ 72,689 | $ 8,300 | $ 13,134 | |
Accounts receivable, net | 48,055 | 44,538 | 41,712 | 51,044 | 57,439 | 51,615 | 52,895 | 47,841 | 42,358 | |
Inventories, net | 8,774 | 10,051 | 8,272 | 9,897 | 11,789 | 15,470 | 12,147 | 9,864 | 6,627 | |
Income taxes receivable | 424 | 502 | 1,532 | 901 | 1,225 | 934 | 704 | 724 | 327 | |
Prepaid expenses and other current assets | 12,625 | 13,484 | 12,930 | 8,703 | 7,274 | 7,363 | 14,960 | 14,726 | 9,908 | |
Total current assets | 100,478 | 103,220 | 107,371 | 110,986 | 109,641 | 161,358 | 153,395 | 81,455 | 72,354 | |
Non-current assets | ||||||||||
Restricted cash | 361 | 362 | 358 | 363 | 370 | 367 | 367 | 371 | 372 | |
Property and equipment, net | 12,137 | 11,899 | 12,141 | 11,890 | 12,167 | 12,240 | 12,630 | 12,606 | 13,338 | |
Intangibles assets, net | 183,252 | 192,504 | 200,398 | 210,946 | 221,856 | 202,550 | 211,688 | 221,024 | 228,939 | |
Goodwill | 369,870 | 369,706 | 427,057 | 427,579 | 428,153 | 383,415 | 383,643 | 383,880 | 383,736 | $ 384,202 |
Operating lease right-of-use assets | 9,501 | 10,019 | 10,430 | 8,110 | 8,565 | |||||
Operating lease right-of-use assets | 114 | 119 | 122 | |||||||
Deferred tax assets | 54 | 55 | 565 | 0 | ||||||
Other long-term assets | 876 | 971 | 653 | 381 | 401 | 407 | 458 | 3,531 | 2,595 | |
Total assets | 676,529 | 688,736 | 758,973 | 770,255 | 781,153 | 760,337 | 762,295 | 702,986 | 701,456 | |
Current liabilities | ||||||||||
Bank indebtedness | 22,000 | 20,000 | ||||||||
Accounts payable | 23,264 | 17,835 | 18,201 | 19,288 | 19,901 | 16,004 | 20,522 | 23,181 | 19,515 | |
Accrued liabilities | 15,850 | 15,793 | 14,590 | 15,660 | 11,676 | 22,353 | ||||
Accrued liabilities | 22,353 | 27,505 | 13,377 | 9,763 | ||||||
Current portion of capital lease obligations | 1,649 | 1,811 | 1,872 | 1,976 | 1,643 | |||||
Current portion of capital lease obligations | 191 | 528 | 641 | 504 | ||||||
Income taxes payable | 1,212 | 207 | 0 | 0 | 554 | 467 | 596 | 640 | 710 | |
Deferred revenue | 7,732 | 7,817 | 7,012 | 7,014 | 7,020 | 6,889 | 6,797 | 7,074 | 7,634 | |
Current portion of long-term debt and other borrowings, net | 5,370 | 5,345 | 5,319 | 3,165 | 3,206 | 3,326 | 3,153 | 3,153 | 3,153 | |
Total current liabilities | 55,077 | 48,808 | 46,994 | 47,103 | 44,000 | 49,039 | 59,101 | 70,066 | 61,279 | |
Non-current liabilities | ||||||||||
Deferred tax liabilities | 23,272 | 25,248 | 33,454 | 35,034 | 38,196 | 37,925 | 36,378 | 40,462 | 42,375 | |
Due to related parties | 1,122 | 1,565 | 1,539 | |||||||
Warrant liability | 30 | 33 | 33 | 153 | 259 | 286 | 273 | 13,561 | 13,520 | |
Non-current portion of operating lease liabilities | 8,961 | 9,275 | 9,501 | 6,852 | 7,430 | |||||
Long-term portion of capital lease obligations | 304 | 362 | 420 | |||||||
Long-term debt and other borrowings, net | 413,090 | 413,910 | 414,683 | 413,788 | 414,026 | 399,115 | 378,356 | 297,773 | 298,010 | |
Other long-term liabilities | 8,585 | 8,129 | 7,384 | |||||||
Other long-term liabilities | 6,450 | 7,199 | 7,155 | 6,802 | ||||||
Total liabilities | 511,834 | 508,064 | 513,250 | 511,059 | 511,295 | 492,815 | 482,733 | 430,944 | 423,945 | |
Total temporary equity | 0 | 0 | 0 | 278,520 | 270,988 | 263,595 | ||||
Stockholders’ equity | ||||||||||
Common stock, voting; par value $0.0001 per share; 315,000,000 shares authorized, 72,027,743 shares issued and outstanding at December 31, 2021 | 8 | 8 | 8 | 8 | 8 | 7 | 7 | 3 | 3 | |
Additional paid-in capital | 437,677 | 435,292 | 432,566 | 429,547 | 427,046 | 413,315 | 412,985 | 121,321 | 128,538 | |
Accumulated other comprehensive loss | (6,262) | (6,390) | (8,174) | (5,959) | (3,586) | (3,463) | (3,295) | (2,040) | (2,458) | |
Accumulated deficit | (266,728) | (248,238) | (178,677) | (164,400) | (153,610) | (142,337) | (130,135) | (125,762) | (119,560) | |
Total stockholders’ equity | 164,695 | 180,672 | 245,723 | 259,196 | 269,858 | 267,522 | 279,562 | (6,478) | 6,523 | 16,496 |
Total liabilities and stockholders’ equity | $ 676,529 | $ 688,736 | 758,973 | 770,255 | 781,153 | 760,337 | 762,295 | 702,986 | 701,456 | |
As previously reported | ||||||||||
Current assets | ||||||||||
Cash | 42,925 | 40,441 | 31,914 | 85,976 | 72,689 | 8,300 | 13,134 | |||
Accounts receivable, net | 41,237 | 50,767 | 57,073 | 51,304 | 52,638 | 47,639 | 42,210 | |||
Inventories, net | 8,272 | 9,897 | 12,069 | 15,470 | 12,147 | 9,864 | 6,627 | |||
Income taxes receivable | 711 | 712 | 1,239 | 954 | 418 | 441 | 324 | |||
Prepaid expenses and other current assets | 13,316 | 9,089 | 7,660 | 7,448 | 14,540 | 14,246 | 10,811 | |||
Total current assets | 106,461 | 110,906 | 109,955 | 161,152 | 152,432 | 80,490 | 73,106 | |||
Non-current assets | ||||||||||
Restricted cash | 358 | 363 | 370 | 367 | 367 | 371 | 372 | |||
Property and equipment, net | 12,141 | 11,890 | 12,167 | 12,240 | 12,630 | 12,606 | 13,338 | |||
Intangibles assets, net | 201,260 | 211,829 | 222,759 | 203,474 | 212,633 | 221,990 | 229,926 | |||
Goodwill | 425,604 | 426,126 | 426,700 | 381,962 | 382,190 | 382,427 | 382,283 | |||
Operating lease right-of-use assets | 10,430 | 7,914 | 9,050 | |||||||
Operating lease right-of-use assets | 114 | 119 | 122 | |||||||
Deferred tax assets | 566 | |||||||||
Other long-term assets | 653 | 381 | 401 | 407 | 458 | 3,531 | 2,595 | |||
Total assets | 757,473 | 769,409 | 781,402 | 759,602 | 760,824 | 701,534 | 701,742 | |||
Current liabilities | ||||||||||
Bank indebtedness | 22,000 | 20,000 | ||||||||
Accounts payable | 18,201 | 19,288 | 19,901 | 16,004 | 20,522 | 23,181 | 19,515 | |||
Accrued liabilities | 14,290 | 15,348 | 11,424 | 22,353 | ||||||
Accrued liabilities | 21,311 | 26,362 | 12,496 | 8,685 | ||||||
Current portion of capital lease obligations | 1,872 | 1,764 | 2,027 | |||||||
Current portion of capital lease obligations | 191 | 528 | 641 | 504 | ||||||
Income taxes payable | 381 | 502 | 959 | 467 | 706 | 640 | 730 | |||
Deferred revenue | 7,012 | 7,698 | 7,020 | 6,889 | 6,797 | 7,074 | 7,634 | |||
Current portion of long-term debt and other borrowings, net | 5,319 | 3,165 | 3,206 | 3,326 | 3,153 | 3,153 | 3,153 | |||
Total current liabilities | 47,075 | 47,765 | 44,537 | 48,188 | 58,068 | 69,185 | 60,221 | |||
Non-current liabilities | ||||||||||
Deferred tax liabilities | 29,926 | 32,618 | 36,443 | 36,722 | 34,580 | 38,474 | 41,393 | |||
Due to related parties | 1,122 | 1,565 | 1,539 | |||||||
Warrant liability | 33 | 153 | 259 | 286 | 273 | 13,561 | 13,520 | |||
Non-current portion of operating lease liabilities | 9,501 | 6,852 | 7,430 | |||||||
Long-term portion of capital lease obligations | 264 | 304 | 362 | 420 | ||||||
Long-term debt and other borrowings, net | 414,683 | 413,788 | 414,026 | 399,115 | 378,356 | 297,773 | 298,010 | |||
Other long-term liabilities | 4,794 | 4,349 | 3,624 | |||||||
Other long-term liabilities | 2,884 | 4,154 | 4,296 | 4,194 | ||||||
Total liabilities | 506,012 | 505,525 | 506,319 | 487,459 | 476,857 | 425,216 | 419,297 | |||
Total temporary equity | 0 | 0 | 278,520 | 271,288 | 263,895 | |||||
Stockholders’ equity | ||||||||||
Common stock, voting; par value $0.0001 per share; 315,000,000 shares authorized, 72,027,743 shares issued and outstanding at December 31, 2021 | 8 | 8 | 8 | 7 | 7 | 3 | 3 | |||
Additional paid-in capital | 432,897 | 429,878 | 427,377 | 413,646 | 413,316 | 121,321 | 128,538 | |||
Accumulated other comprehensive loss | (8,491) | (6,074) | (3,515) | (3,331) | (3,156) | (1,834) | (2,577) | |||
Accumulated deficit | (172,953) | (159,928) | (148,787) | (138,179) | (126,200) | (121,692) | (114,807) | |||
Total stockholders’ equity | 251,461 | 263,884 | 275,083 | 272,143 | 283,967 | (2,202) | 11,157 | 20,216 | ||
Total liabilities and stockholders’ equity | 757,473 | 769,409 | 781,402 | 759,602 | 760,824 | 701,534 | 701,742 | |||
Adjustments | ||||||||||
Non-current liabilities | ||||||||||
Total temporary equity | (300) | (300) | ||||||||
Stockholders’ equity | ||||||||||
Total stockholders’ equity | (5,738) | (4,688) | (5,225) | (4,621) | (4,405) | (4,276) | (4,634) | $ (3,720) | ||
Adjustments | Income tax adjustments | ||||||||||
Non-current liabilities | ||||||||||
Deferred tax liabilities | 2,497 | 1,801 | 1,627 | 1,435 | 1,419 | 1,378 | 1,326 | |||
Other long-term liabilities | 2,013 | 2,102 | 2,112 | |||||||
Other long-term liabilities | 1,994 | 1,986 | 1,796 | 1,658 | ||||||
Total liabilities | 4,510 | 3,903 | 3,739 | 3,429 | 3,405 | 3,174 | 2,984 | |||
Stockholders’ equity | ||||||||||
Accumulated other comprehensive loss | 403 | 201 | 15 | (46) | (53) | (120) | (95) | |||
Accumulated deficit | (4,913) | (4,104) | (3,754) | (3,383) | (3,352) | (3,054) | (2,889) | |||
Total stockholders’ equity | (4,510) | (3,903) | (3,739) | (3,429) | (3,405) | (3,174) | (2,984) | |||
Adjustments | Indirect tax adjustments | ||||||||||
Non-current liabilities | ||||||||||
Other long-term liabilities | 1,493 | 1,414 | 1,335 | |||||||
Other long-term liabilities | 1,257 | 1,142 | 1,028 | 914 | ||||||
Total liabilities | 1,493 | 1,414 | 1,335 | 1,257 | 1,142 | 1,028 | 914 | |||
Stockholders’ equity | ||||||||||
Accumulated deficit | (1,493) | (1,414) | (1,335) | (1,257) | (1,142) | (1,028) | (914) | |||
Total stockholders’ equity | (1,493) | (1,414) | (1,335) | (1,257) | (1,142) | (1,028) | (914) | |||
Adjustments | Other Adjustments | ||||||||||
Current assets | ||||||||||
Accounts receivable, net | 475 | 277 | 366 | 311 | 257 | 202 | 148 | |||
Inventories, net | (280) | |||||||||
Income taxes receivable | 821 | 189 | (14) | (20) | 286 | 283 | 3 | |||
Prepaid expenses and other current assets | (386) | (386) | (386) | (85) | 420 | 480 | (903) | |||
Total current assets | 910 | 80 | (314) | 206 | 963 | 965 | (752) | |||
Non-current assets | ||||||||||
Intangibles assets, net | (862) | (883) | (903) | (924) | (945) | (966) | (987) | |||
Goodwill | 1,453 | 1,453 | 1,453 | 1,453 | 1,453 | 1,453 | 1,453 | |||
Operating lease right-of-use assets | 196 | (485) | ||||||||
Deferred tax assets | (1) | |||||||||
Total assets | 1,500 | 846 | (249) | 735 | 1,471 | 1,452 | (286) | |||
Current liabilities | ||||||||||
Accrued liabilities | 300 | 312 | 252 | |||||||
Accrued liabilities | 1,042 | 1,143 | 881 | 1,078 | ||||||
Current portion of capital lease obligations | 212 | (384) | ||||||||
Current portion of capital lease obligations | (191) | |||||||||
Income taxes payable | (381) | (502) | (405) | (110) | (20) | |||||
Deferred revenue | (684) | |||||||||
Total current liabilities | (81) | (662) | (537) | 851 | 1,033 | 881 | 1,058 | |||
Non-current liabilities | ||||||||||
Deferred tax liabilities | 1,031 | 615 | 126 | (232) | 379 | 610 | (344) | |||
Long-term portion of capital lease obligations | (264) | |||||||||
Other long-term liabilities | 285 | 264 | 313 | |||||||
Other long-term liabilities | 315 | (83) | 35 | 36 | ||||||
Total liabilities | 1,235 | 217 | (98) | 670 | 1,329 | 1,526 | 750 | |||
Total temporary equity | (300) | |||||||||
Stockholders’ equity | ||||||||||
Additional paid-in capital | (331) | (331) | (331) | (331) | (331) | |||||
Accumulated other comprehensive loss | (86) | (86) | (86) | (86) | (86) | (86) | 214 | |||
Accumulated deficit | 682 | 1,046 | 266 | 482 | 559 | 12 | (950) | |||
Total stockholders’ equity | 265 | 629 | (151) | 65 | 142 | (74) | (736) | |||
Total liabilities and stockholders’ equity | $ 1,500 | $ 846 | $ (249) | $ 735 | $ 1,471 | $ 1,452 | $ (286) |
Quarterly Unaudited Financial_4
Quarterly Unaudited Financial Statements - Consolidated Statements of Operations (unaudited) (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | |||||||||
Mar. 31, 2023 | Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | |
Revenue | |||||||||||||
Total revenue | $ 65,975 | $ 66,137 | $ 70,921 | $ 68,978 | $ 67,933 | $ 60,798 | $ 55,352 | $ 139,899 | $ 116,150 | $ 206,036 | $ 184,084 | $ 268,447 | $ 248,435 |
Cost of revenue | |||||||||||||
Total cost of revenue (exclusive of depreciation and amortization shown separately below) | 30,317 | 31,541 | 33,628 | 35,273 | 34,955 | 29,135 | 23,869 | 68,900 | 53,004 | 100,441 | 87,961 | 129,154 | 121,360 |
Operating expenses | |||||||||||||
Selling, general and administrative | 30,200 | 28,904 | 29,407 | 27,717 | 26,114 | 21,741 | 19,010 | 57,125 | 40,751 | 86,029 | 66,864 | 112,220 | 92,303 |
Depreciation and amortization | 14,125 | 13,688 | 13,753 | 13,175 | 12,419 | 12,372 | 13,093 | 26,928 | 25,465 | 40,616 | 37,884 | 54,499 | 50,331 |
Total operating expenses | 44,325 | 42,592 | 43,160 | 40,892 | 38,533 | 34,113 | 32,103 | 84,053 | 66,216 | 126,645 | 104,748 | 224,793 | 142,634 |
Operating loss | (8,667) | (7,996) | (5,867) | (7,187) | (5,555) | (2,450) | (620) | (13,054) | (3,070) | (21,050) | (8,625) | (85,500) | (15,559) |
Interest expense, including amortization of deferred financing costs, net | 10,195 | 8,206 | 7,297 | 6,624 | 5,589 | 5,506 | 5,059 | 13,921 | 10,565 | 22,127 | 16,155 | 31,371 | 23,260 |
Change in fair value of warrant liability | (3) | (120) | (106) | (27) | (2,898) | 41 | (2,424) | (133) | (2,383) | (253) | (5,281) | (254) | (5,267) |
Loss before income taxes | (18,859) | (16,082) | (13,058) | (13,784) | (8,246) | (7,997) | (3,255) | (26,842) | (11,252) | (42,924) | (19,499) | (116,617) | (33,552) |
Income tax expense (benefit) | (369) | (1,805) | (2,268) | (2,212) | (3,873) | (1,795) | (1,256) | (4,480) | (3,051) | (6,285) | (6,925) | (10,417) | (8,776) |
Net loss | $ (18,490) | $ (14,277) | $ (10,790) | $ (11,572) | $ (4,373) | $ (6,202) | $ (1,999) | $ (22,362) | $ (8,201) | $ (36,639) | $ (12,574) | $ (106,200) | $ (24,776) |
Loss per share: | |||||||||||||
Basic (in dollars per share) | $ (0.24) | $ (0.19) | $ (0.14) | $ (0.16) | $ (0.26) | $ (0.43) | $ (0.30) | $ (0.30) | $ (0.73) | $ (0.48) | $ (0.98) | $ (1.40) | $ (1.04) |
Diluted (in dollars per share) | $ (0.24) | $ (0.19) | $ (0.14) | $ (0.16) | $ (0.26) | $ (0.43) | $ (0.30) | $ (0.30) | $ (0.73) | $ (0.48) | $ (0.98) | $ (1.40) | $ (1.04) |
Weighted average shares outstanding (in Number): | |||||||||||||
Basic (in shares) | 76,524,735 | 76,240,530 | 76,239,989 | 74,040,261 | 32,098,715 | 31,647,131 | 31,647,131 | 75,146,201 | 31,647,131 | 75,514,986 | 31,799,313 | 75,710,904 | 41,933,050 |
Diluted (in shares) | 76,524,735 | 76,240,530 | 76,239,989 | 74,040,261 | 32,098,715 | 31,647,131 | 31,647,131 | 75,146,201 | 31,647,131 | 75,514,986 | 31,799,313 | 75,710,904 | 41,933,050 |
Services | |||||||||||||
Revenue | |||||||||||||
Total revenue | $ 47,550 | $ 46,448 | $ 47,805 | $ 47,543 | $ 48,483 | $ 46,430 | $ 45,117 | $ 95,348 | $ 91,547 | $ 141,796 | $ 140,031 | $ 188,985 | $ 188,180 |
Cost of revenue | |||||||||||||
Total cost of revenue (exclusive of depreciation and amortization shown separately below) | 16,543 | 16,581 | 16,610 | 17,550 | 17,370 | 17,624 | 15,943 | 34,159 | 33,567 | 50,740 | 50,938 | 67,268 | 69,385 |
Products | |||||||||||||
Revenue | |||||||||||||
Total revenue | 18,425 | 19,689 | 23,116 | 21,435 | 19,450 | 14,368 | 10,235 | 44,551 | 24,603 | 64,240 | 44,053 | 79,462 | 60,255 |
Cost of revenue | |||||||||||||
Total cost of revenue (exclusive of depreciation and amortization shown separately below) | $ 13,774 | 14,960 | 17,018 | 17,723 | 17,585 | 11,511 | 7,926 | 34,741 | 19,437 | 49,701 | 37,023 | $ 61,886 | 51,975 |
As previously reported | |||||||||||||
Revenue | |||||||||||||
Total revenue | 66,640 | 70,353 | 68,941 | 67,878 | 60,743 | 55,297 | 139,294 | 116,040 | 205,934 | 183,919 | 248,217 | ||
Cost of revenue | |||||||||||||
Total cost of revenue (exclusive of depreciation and amortization shown separately below) | 31,569 | 33,875 | 34,972 | 34,964 | 29,337 | 24,372 | 68,846 | 53,709 | 100,415 | 88,675 | 122,224 | ||
Operating expenses | |||||||||||||
Selling, general and administrative | 28,841 | 29,413 | 27,628 | 26,001 | 23,004 | 17,521 | 57,042 | 40,525 | 85,883 | 66,525 | 91,733 | ||
Depreciation and amortization | 13,709 | 13,774 | 13,196 | 12,440 | 12,393 | 13,114 | 26,970 | 25,507 | 40,679 | 37,947 | 50,414 | ||
Total operating expenses | 42,550 | 43,187 | 40,824 | 38,441 | 35,397 | 30,635 | 84,012 | 66,032 | 126,562 | 104,472 | 142,147 | ||
Operating loss | (7,479) | (6,709) | (6,855) | (5,527) | (3,991) | 290 | (13,564) | (3,701) | (21,043) | (9,228) | (16,154) | ||
Interest expense, including amortization of deferred financing costs, net | 8,206 | 7,297 | 6,624 | 5,589 | 5,506 | 5,059 | 13,921 | 10,565 | 22,127 | 16,155 | 23,260 | ||
Change in fair value of warrant liability | (120) | (106) | (27) | (2,898) | 41 | (2,424) | (133) | (2,383) | (253) | (5,281) | (5,267) | ||
Loss before income taxes | (15,565) | (13,900) | (13,452) | (8,218) | (9,538) | (2,345) | (27,352) | (11,883) | (42,917) | (20,102) | (34,147) | ||
Income tax expense (benefit) | (2,540) | (2,759) | (2,545) | (3,710) | (2,653) | (1,264) | (5,304) | (3,917) | (7,844) | (7,628) | (9,694) | ||
Net loss | $ (13,025) | $ (11,141) | $ (10,907) | $ (4,508) | $ (6,885) | $ (1,081) | $ (22,048) | $ (7,966) | $ (35,073) | $ (12,474) | $ (24,453) | ||
Loss per share: | |||||||||||||
Basic (in dollars per share) | $ (0.17) | $ (0.15) | $ (0.15) | $ (0.26) | $ (0.46) | $ (0.27) | $ (0.29) | $ (0.72) | $ (0.46) | $ (0.98) | $ (1.03) | ||
Diluted (in dollars per share) | $ (0.17) | $ (0.15) | $ (0.15) | $ (0.26) | $ (0.46) | $ (0.27) | $ (0.29) | $ (0.72) | $ (0.46) | $ (0.98) | $ (1.03) | ||
Weighted average shares outstanding (in Number): | |||||||||||||
Basic (in shares) | 76,240,530 | 76,239,989 | 74,040,261 | 32,098,715 | 31,647,131 | 31,647,131 | 75,146,201 | 31,647,131 | 75,514,986 | 31,799,313 | 41,933,050 | ||
Diluted (in shares) | 76,240,530 | 76,239,989 | 74,040,261 | 32,098,715 | 31,647,131 | 31,647,131 | 75,146,201 | 31,647,131 | 75,514,986 | 31,799,313 | 41,933,050 | ||
As previously reported | Services | |||||||||||||
Revenue | |||||||||||||
Total revenue | $ 46,410 | $ 47,778 | $ 47,506 | $ 48,428 | $ 46,375 | $ 45,062 | $ 95,284 | $ 91,437 | $ 141,694 | $ 139,866 | $ 187,962 | ||
Cost of revenue | |||||||||||||
Total cost of revenue (exclusive of depreciation and amortization shown separately below) | 16,609 | 16,577 | 17,529 | 17,379 | 17,826 | 16,211 | 34,105 | 34,037 | 50,714 | 51,417 | 69,867 | ||
As previously reported | Products | |||||||||||||
Revenue | |||||||||||||
Total revenue | 20,230 | 22,575 | 21,435 | 19,450 | 14,368 | 10,235 | 44,010 | 24,603 | 64,240 | 44,053 | 60,255 | ||
Cost of revenue | |||||||||||||
Total cost of revenue (exclusive of depreciation and amortization shown separately below) | 14,960 | 17,298 | 17,443 | 17,585 | 11,511 | 8,161 | 34,741 | 19,672 | 49,701 | 37,258 | 52,357 | ||
Adjustments | |||||||||||||
Operating expenses | |||||||||||||
Net loss | (1,252) | 351 | (665) | 135 | 683 | (918) | (323) | ||||||
Adjustments | Income tax adjustments | |||||||||||||
Operating expenses | |||||||||||||
Income tax expense (benefit) | 808 | 350 | 371 | 299 | 165 | 238 | 721 | 403 | 1,529 | 702 | 732 | ||
Net loss | $ (808) | (350) | $ (371) | $ (299) | $ (165) | $ (238) | $ (721) | $ (403) | $ (1,529) | $ (702) | $ (732) | ||
Loss per share: | |||||||||||||
Basic (in dollars per share) | $ (0.01) | $ (0.01) | $ (0.01) | $ (0.01) | $ (0.01) | $ (0.01) | $ (0.01) | $ (0.02) | $ (0.02) | $ (0.02) | |||
Diluted (in dollars per share) | $ (0.01) | $ (0.01) | $ (0.01) | $ (0.01) | $ (0.01) | $ (0.01) | $ (0.01) | $ (0.02) | $ (0.02) | $ (0.02) | |||
Adjustments | Indirect tax adjustments | |||||||||||||
Operating expenses | |||||||||||||
Selling, general and administrative | $ 79 | 79 | $ 79 | $ 114 | $ 114 | $ 114 | $ 158 | $ 228 | $ 237 | $ 342 | $ 457 | ||
Total operating expenses | 79 | 79 | 79 | 114 | 114 | 114 | 158 | 228 | 237 | 342 | 457 | ||
Operating loss | (79) | (79) | (79) | (114) | (114) | (114) | (158) | (228) | (237) | (342) | (457) | ||
Loss before income taxes | (79) | (79) | (79) | (114) | (114) | (114) | (158) | (228) | (237) | (342) | (457) | ||
Net loss | (79) | (79) | (79) | (114) | (114) | (114) | (158) | $ (228) | (237) | $ (342) | $ (457) | ||
Loss per share: | |||||||||||||
Basic (in dollars per share) | $ (0.01) | $ (0.01) | $ (0.01) | ||||||||||
Diluted (in dollars per share) | $ (0.01) | $ (0.01) | $ (0.01) | ||||||||||
Adjustments | Other Adjustments | |||||||||||||
Revenue | |||||||||||||
Total revenue | (503) | 568 | 37 | 55 | 55 | 55 | 605 | $ 110 | 102 | $ 165 | $ 218 | ||
Cost of revenue | |||||||||||||
Total cost of revenue (exclusive of depreciation and amortization shown separately below) | (28) | (247) | 301 | (9) | (202) | (503) | 54 | (705) | 26 | (714) | (864) | ||
Operating expenses | |||||||||||||
Selling, general and administrative | (16) | (85) | 10 | (1) | (1,377) | 1,375 | (75) | (2) | (91) | (3) | 113 | ||
Depreciation and amortization | (21) | (21) | (21) | (21) | (21) | (21) | (42) | (42) | (63) | (63) | (83) | ||
Total operating expenses | (37) | (106) | (11) | (22) | (1,398) | 1,354 | (117) | (44) | (154) | (66) | 30 | ||
Operating loss | (438) | 921 | (253) | 86 | 1,655 | (796) | 668 | 859 | 230 | 945 | 1,052 | ||
Loss before income taxes | (438) | 921 | (253) | 86 | 1,655 | (796) | 668 | 859 | 230 | 945 | 1,052 | ||
Income tax expense (benefit) | (73) | 141 | (38) | (462) | 693 | (230) | 103 | 463 | 30 | 1 | 186 | ||
Net loss | (365) | $ 780 | (215) | $ 548 | $ 962 | $ (566) | $ 565 | $ 396 | 200 | $ 944 | $ 866 | ||
Loss per share: | |||||||||||||
Basic (in dollars per share) | $ 0.01 | $ 0.02 | $ 0.03 | $ (0.02) | $ 0.01 | $ 0.01 | $ 0.03 | $ 0.02 | |||||
Diluted (in dollars per share) | $ 0.01 | $ 0.02 | $ 0.03 | $ (0.02) | $ 0.01 | $ 0.01 | $ 0.03 | $ 0.02 | |||||
Adjustments | Other Adjustments | Services | |||||||||||||
Revenue | |||||||||||||
Total revenue | 38 | $ 27 | 37 | $ 55 | $ 55 | $ 55 | $ 64 | $ 110 | 102 | $ 165 | $ 218 | ||
Cost of revenue | |||||||||||||
Total cost of revenue (exclusive of depreciation and amortization shown separately below) | (28) | 33 | 21 | $ (9) | $ (202) | (268) | 54 | (470) | $ 26 | (479) | (482) | ||
Adjustments | Other Adjustments | Products | |||||||||||||
Revenue | |||||||||||||
Total revenue | $ (541) | 541 | $ 541 | ||||||||||
Cost of revenue | |||||||||||||
Total cost of revenue (exclusive of depreciation and amortization shown separately below) | $ (280) | $ 280 | $ (235) | $ (235) | $ (235) | $ (382) |
Quarterly Unaudited Financial_5
Quarterly Unaudited Financial Statements - Consolidated Statements of Comprehensive Loss (unaudited) (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | |||||||||
Mar. 31, 2023 | Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | |
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||||||||||
Net loss | $ (18,490) | $ (14,277) | $ (10,790) | $ (11,572) | $ (4,373) | $ (6,202) | $ (1,999) | $ (22,362) | $ (8,201) | $ (36,639) | $ (12,574) | $ (106,200) | $ (24,776) |
Other comprehensive loss: | |||||||||||||
Foreign currency translation adjustment | 128 | (2,215) | (2,373) | (123) | (1,255) | 418 | (896) | (2,496) | (478) | (4,711) | (1,733) | (2,927) | (1,901) |
Comprehensive loss | $ (18,362) | (16,492) | (13,163) | (11,695) | (5,628) | (5,784) | (2,895) | (24,858) | (8,679) | (41,350) | (14,307) | $ (109,127) | (26,677) |
As previously reported | |||||||||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||||||||||
Net loss | (13,025) | (11,141) | (10,907) | (4,508) | (6,885) | (1,081) | (22,048) | (7,966) | (35,073) | (12,474) | (24,453) | ||
Other comprehensive loss: | |||||||||||||
Foreign currency translation adjustment | (2,417) | (2,559) | (184) | (1,322) | 743 | (900) | (2,743) | (157) | (5,160) | (1,479) | (1,654) | ||
Comprehensive loss | (15,442) | (13,700) | (11,091) | (5,830) | (6,142) | (1,981) | (24,791) | (8,123) | (40,233) | (13,953) | (26,107) | ||
Adjustments | |||||||||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||||||||||
Net loss | (1,252) | 351 | (665) | 135 | 683 | (918) | (323) | ||||||
Other comprehensive loss: | |||||||||||||
Foreign currency translation adjustment | 202 | 186 | 61 | 67 | (325) | 4 | (247) | ||||||
Adjustments | Income tax adjustments | |||||||||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||||||||||
Net loss | (808) | (350) | (371) | (299) | (165) | (238) | (721) | (403) | (1,529) | (702) | (732) | ||
Other comprehensive loss: | |||||||||||||
Foreign currency translation adjustment | 202 | 186 | 61 | 67 | (25) | 4 | 247 | (21) | 449 | 46 | 53 | ||
Comprehensive loss | (606) | (164) | (310) | (232) | (190) | (234) | (474) | (424) | (1,080) | (656) | (679) | ||
Adjustments | Indirect tax adjustments | |||||||||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||||||||||
Net loss | (79) | (79) | (79) | (114) | (114) | (114) | (158) | (228) | (237) | (342) | (457) | ||
Other comprehensive loss: | |||||||||||||
Comprehensive loss | (79) | (79) | (79) | (114) | (114) | (114) | (158) | (228) | (237) | (342) | (457) | ||
Adjustments | Other Adjustments | |||||||||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||||||||||
Net loss | (365) | 780 | (215) | 548 | 962 | (566) | 565 | 396 | 200 | 944 | 866 | ||
Other comprehensive loss: | |||||||||||||
Foreign currency translation adjustment | (300) | (300) | (300) | (300) | |||||||||
Comprehensive loss | $ (365) | $ 780 | $ (215) | $ 548 | $ 662 | $ (566) | $ 565 | $ 96 | $ 200 | $ 644 | $ 566 |
Quarterly Unaudited Financial_6
Quarterly Unaudited Financial Statements - Consolidated Statements of Temporary Equity and Stockholders' Equity (unaudited) (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | |||||||||
Mar. 31, 2023 | Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | |
Increase (Decrease) in Temporary Equity [Roll Forward] | |||||||||||||
Beginning balance of temporary equity | $ 0 | $ 0 | $ 278,520 | $ 270,988 | $ 263,595 | $ 0 | $ 263,595 | $ 0 | $ 263,595 | $ 0 | $ 263,595 | ||
Accrued dividends payable | 7,897 | 7,532 | 7,393 | 22,822 | |||||||||
Distributions to and conversions of preferred stock | (286,417) | (286,417) | |||||||||||
Ending balance of temporary equity | 0 | 278,520 | 270,988 | 278,520 | 0 | $ 0 | 0 | ||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||
Beginning balance of common stock (in shares) | 76,292,241 | 72,027,743 | 72,027,743 | 72,027,743 | 72,027,743 | ||||||||
Beginning balance of stockholders' equity | $ 180,672 | $ 259,196 | $ 269,858 | $ 267,522 | (6,478) | 6,523 | 16,496 | $ 267,522 | 16,496 | $ 267,522 | 16,496 | $ 267,522 | 16,496 |
Accrued dividends payable | (7,897) | (7,532) | (7,393) | (22,822) | |||||||||
Foreign currency translation adjustment | 128 | (2,215) | (2,373) | (123) | (1,255) | 418 | (896) | (2,496) | (478) | (4,711) | (1,733) | (2,927) | (1,901) |
Share-based compensation | 2,570 | 3,019 | 2,501 | 2,050 | (3,519) | 315 | 315 | 10,296 | (1,856) | ||||
Common stock issued pursuant to acquisition | 23,295 | 23,295 | |||||||||||
Distributions to and conversions of preferred stock | 56,503 | 56,503 | |||||||||||
CTAC shares recapitalized, net of equity issuance costs | 6,457 | 6,429 | |||||||||||
Equity issuance costs of CTAC shares recapitalized | 15,912 | 15,943 | |||||||||||
Conversion of KORE warrants | 10,663 | 10,663 | |||||||||||
Private offering and merger financing, net of equity issuance costs | 216,951 | 216,546 | |||||||||||
Equity issuance costs of private offering and merger financing | 7,718 | 8,123 | |||||||||||
Equity portion of convertible debt, net of issuance costs | 12,510 | 12,240 | |||||||||||
Issuance costs of equity portion of convertible debt | 224 | 384 | |||||||||||
Net loss | $ (18,490) | (14,277) | (10,790) | (11,572) | $ (4,373) | (6,202) | (1,999) | (22,362) | (8,201) | (36,639) | $ (12,574) | $ (106,200) | $ (24,776) |
Ending balance of common stock (in shares) | 76,552,595 | 71,810,419 | 71,810,419 | 76,292,241 | 72,027,743 | ||||||||
Ending balance of stockholders' equity | $ 164,695 | $ 245,723 | $ 259,196 | $ 269,858 | $ 279,562 | $ (6,478) | $ 6,523 | $ 259,196 | $ (6,478) | $ 245,723 | $ 279,562 | $ 180,672 | $ 267,522 |
Accounting Standards Update [Extensible Enumeration] | Accounting Standards Update 2020-06 | ||||||||||||
Series A Preferred Stock | |||||||||||||
Increase (Decrease) in Temporary Equity [Roll Forward] | |||||||||||||
Beginning balance of temporary equity (in shares) | 0 | 0 | 8,256,165 | 8,004,780 | 7,756,158 | 0 | 7,756,158 | 0 | 7,756,158 | 0 | 7,756,158 | ||
Beginning balance of temporary equity | $ 0 | $ 0 | $ 82,562 | $ 80,048 | $ 77,562 | $ 0 | $ 77,562 | $ 0 | $ 77,562 | $ 0 | $ 77,562 | ||
Accrued dividends payable (in shares) | 265,602 | 251,385 | 248,622 | 765,609 | |||||||||
Accrued dividends payable | $ 2,656 | $ 2,514 | $ 2,486 | $ 7,656 | |||||||||
Distributions to and conversions of preferred stock (in shares) | (8,521,767) | (8,521,767) | |||||||||||
Distributions to and conversions of preferred stock | $ (85,218) | $ (85,218) | |||||||||||
Ending balance of temporary equity (in shares) | 0 | 8,256,165 | 8,004,780 | 8,256,165 | 0 | 0 | 0 | ||||||
Ending balance of temporary equity | $ 0 | $ 82,562 | $ 80,048 | $ 82,562 | $ 0 | $ 0 | $ 0 | ||||||
Series A-1 Preferred Stock | |||||||||||||
Increase (Decrease) in Temporary Equity [Roll Forward] | |||||||||||||
Beginning balance of temporary equity (in shares) | 0 | 0 | 8,398,185 | 8,128,665 | 7,862,107 | 0 | 7,862,107 | 0 | 7,862,107 | 0 | 7,862,107 | ||
Beginning balance of temporary equity | $ 0 | $ 0 | $ 83,982 | $ 81,287 | $ 78,621 | $ 0 | $ 78,621 | $ 0 | $ 78,621 | $ 0 | $ 78,621 | ||
Accrued dividends payable (in shares) | 287,998 | 269,520 | 266,558 | 824,076 | |||||||||
Accrued dividends payable | $ 2,880 | $ 2,695 | $ 2,666 | $ 8,241 | |||||||||
Distributions to and conversions of preferred stock (in shares) | (8,686,183) | (8,686,183) | |||||||||||
Distributions to and conversions of preferred stock | $ (86,862) | $ (86,862) | |||||||||||
Ending balance of temporary equity (in shares) | 0 | 8,398,185 | 8,128,665 | 8,398,185 | 0 | 0 | 0 | ||||||
Ending balance of temporary equity | $ 0 | $ 83,982 | $ 81,287 | $ 83,982 | $ 0 | $ 0 | $ 0 | ||||||
Series B Preferred Stock | |||||||||||||
Increase (Decrease) in Temporary Equity [Roll Forward] | |||||||||||||
Beginning balance of temporary equity (in shares) | 0 | 0 | 9,547,376 | 9,315,136 | 9,090,975 | 0 | 9,090,975 | 0 | 9,090,975 | 0 | 9,090,975 | ||
Beginning balance of temporary equity | $ 0 | $ 0 | $ 95,474 | $ 93,151 | $ 90,910 | $ 0 | $ 90,910 | $ 0 | $ 90,910 | $ 0 | $ 90,910 | ||
Accrued dividends payable (in shares) | 236,142 | 232,240 | 224,161 | 692,543 | |||||||||
Accrued dividends payable | $ 2,361 | $ 2,323 | $ 2,241 | $ 6,925 | |||||||||
Distributions to and conversions of preferred stock (in shares) | (9,783,518) | (9,783,518) | |||||||||||
Distributions to and conversions of preferred stock | $ (97,835) | $ (97,835) | |||||||||||
Ending balance of temporary equity (in shares) | 0 | 9,547,376 | 9,315,136 | 9,547,376 | 0 | 0 | 0 | ||||||
Ending balance of temporary equity | $ 0 | $ 95,474 | $ 93,151 | $ 95,474 | $ 0 | $ 0 | $ 0 | ||||||
Series C Convertible Preferred Stock | |||||||||||||
Increase (Decrease) in Temporary Equity [Roll Forward] | |||||||||||||
Beginning balance of temporary equity (in shares) | 0 | 0 | 2,520,368 | 2,520,368 | 2,520,368 | 0 | 2,520,368 | 0 | 2,520,368 | 0 | 2,520,368 | ||
Beginning balance of temporary equity | $ 0 | $ 0 | $ 16,502 | $ 16,502 | $ 16,502 | $ 0 | $ 16,502 | $ 0 | $ 16,502 | $ 0 | $ 16,502 | ||
Distributions to and conversions of preferred stock (in shares) | (2,520,368) | (2,520,368) | |||||||||||
Distributions to and conversions of preferred stock | $ (16,502) | $ (16,502) | |||||||||||
Ending balance of temporary equity (in shares) | 0 | 2,520,368 | 2,520,368 | 2,520,368 | 0 | 0 | 0 | ||||||
Ending balance of temporary equity | $ 0 | $ 16,502 | $ 16,502 | $ 16,502 | $ 0 | $ 0 | $ 0 | ||||||
Common Stock | |||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||
Beginning balance of common stock (in shares) | 76,292,241 | 76,239,989 | 76,239,989 | 72,027,743 | 30,281,520 | 30,281,520 | 30,281,520 | 72,027,743 | 30,281,520 | 72,027,743 | 30,281,520 | 72,027,743 | 30,281,520 |
Beginning balance of stockholders' equity | $ 8 | $ 8 | $ 8 | $ 7 | $ 3 | $ 3 | $ 3 | $ 7 | $ 3 | $ 7 | $ 3 | $ 7 | $ 3 |
Common stock issued pursuant to acquisition (in shares) | 4,212,246 | 4,212,246 | |||||||||||
Common stock issued pursuant to acquisition | $ 1 | $ 1 | |||||||||||
Vesting of restricted stock units (in shares) | 52,252 | 52,252 | |||||||||||
Distributions to and conversions of preferred stock (in shares) | 7,120,368 | 7,120,368 | |||||||||||
Distributions to and conversions of preferred stock | $ 1 | $ 1 | |||||||||||
CTAC shares recapitalized, net of equity issuance costs (in shares) | 10,373,491 | 10,373,491 | |||||||||||
CTAC shares recapitalized, net of equity issuance costs | $ 1 | $ 1 | |||||||||||
Conversion of KORE warrants (in shares) | 1,365,612 | 1,365,612 | |||||||||||
Private offering and merger financing, net of equity issuance costs (in shares) | 22,686,326 | 22,686,326 | |||||||||||
Private offering and merger financing, net of equity issuance costs | $ 2 | $ 2 | |||||||||||
Ending balance of common stock (in shares) | 76,552,595 | 76,292,241 | 76,239,989 | 76,239,989 | 71,827,317 | 30,281,520 | 30,281,520 | 76,239,989 | 30,281,520 | 76,292,241 | 71,827,317 | 76,292,241 | 72,027,743 |
Ending balance of stockholders' equity | $ 8 | $ 8 | $ 8 | $ 8 | $ 7 | $ 3 | $ 3 | $ 8 | $ 3 | $ 8 | $ 7 | $ 8 | $ 7 |
Additional paid-in capital | |||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||
Beginning balance of stockholders' equity | 435,292 | 429,547 | 427,046 | 413,315 | 121,321 | 128,538 | 135,616 | 413,315 | 135,616 | 413,315 | 135,616 | 413,315 | 135,616 |
Accrued dividends payable | (7,897) | (7,532) | (7,393) | (22,822) | |||||||||
Share-based compensation | 2,570 | 3,019 | 2,501 | 2,050 | (3,519) | 315 | 315 | 10,296 | (1,856) | ||||
Common stock issued pursuant to acquisition | 23,294 | 23,294 | |||||||||||
Distributions to and conversions of preferred stock | 56,502 | 56,502 | |||||||||||
CTAC shares recapitalized, net of equity issuance costs | 6,456 | 6,428 | |||||||||||
Conversion of KORE warrants | 10,663 | 10,663 | |||||||||||
Private offering and merger financing, net of equity issuance costs | 216,949 | 216,544 | |||||||||||
Equity portion of convertible debt, net of issuance costs | 12,510 | 12,240 | |||||||||||
Ending balance of stockholders' equity | 437,677 | 432,566 | 429,547 | 427,046 | 412,985 | 121,321 | 128,538 | 429,547 | 121,321 | 432,566 | 412,985 | 435,292 | 413,315 |
Accumulated Other Comprehensive Loss | |||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||
Beginning balance of stockholders' equity | (6,390) | (5,959) | (3,586) | (3,463) | (2,040) | (2,458) | (1,562) | (3,463) | (1,562) | (3,463) | (1,562) | (3,463) | (1,562) |
Foreign currency translation adjustment | 128 | (2,215) | (2,373) | (123) | (1,255) | 418 | (896) | (2,927) | (1,901) | ||||
Ending balance of stockholders' equity | (6,262) | (8,174) | (5,959) | (3,586) | (3,295) | (2,040) | (2,458) | (5,959) | (2,040) | (8,174) | (3,295) | (6,390) | (3,463) |
Accumulated Deficit | |||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||
Beginning balance of stockholders' equity | (248,238) | (164,400) | (153,610) | (142,337) | (125,762) | (119,560) | (117,561) | (142,337) | (117,561) | (142,337) | (117,561) | (142,337) | (117,561) |
Net loss | (18,490) | (14,277) | (10,790) | (11,572) | (4,373) | (6,202) | (1,999) | (106,200) | (24,776) | ||||
Ending balance of stockholders' equity | $ (266,728) | (178,677) | (164,400) | (153,610) | (130,135) | (125,762) | (119,560) | (164,400) | (125,762) | (178,677) | (130,135) | (248,238) | (142,337) |
Cumulative Effect, Period of Adoption, Adjustment | |||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||
Beginning balance of stockholders' equity | (11,314) | (11,314) | (11,314) | (11,314) | |||||||||
Ending balance of stockholders' equity | (11,314) | ||||||||||||
Cumulative Effect, Period of Adoption, Adjustment | Additional paid-in capital | |||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||
Beginning balance of stockholders' equity | (11,613) | (11,613) | (11,613) | (11,613) | |||||||||
Ending balance of stockholders' equity | (11,613) | ||||||||||||
Cumulative Effect, Period of Adoption, Adjustment | Accumulated Deficit | |||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||
Beginning balance of stockholders' equity | 299 | 299 | 299 | 299 | |||||||||
Ending balance of stockholders' equity | 299 | ||||||||||||
Cumulative Effect, Period of Adoption, Adjusted Balance | |||||||||||||
Increase (Decrease) in Temporary Equity [Roll Forward] | |||||||||||||
Beginning balance of temporary equity | 0 | 0 | 0 | 0 | |||||||||
Ending balance of temporary equity | 0 | ||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||
Beginning balance of stockholders' equity | $ 256,208 | $ 256,208 | $ 256,208 | $ 256,208 | |||||||||
Ending balance of stockholders' equity | $ 256,208 | ||||||||||||
Cumulative Effect, Period of Adoption, Adjusted Balance | Series A Preferred Stock | |||||||||||||
Increase (Decrease) in Temporary Equity [Roll Forward] | |||||||||||||
Beginning balance of temporary equity (in shares) | 0 | 0 | 0 | 0 | |||||||||
Beginning balance of temporary equity | $ 0 | $ 0 | $ 0 | $ 0 | |||||||||
Ending balance of temporary equity (in shares) | 0 | ||||||||||||
Ending balance of temporary equity | $ 0 | ||||||||||||
Cumulative Effect, Period of Adoption, Adjusted Balance | Series A-1 Preferred Stock | |||||||||||||
Increase (Decrease) in Temporary Equity [Roll Forward] | |||||||||||||
Beginning balance of temporary equity (in shares) | 0 | 0 | 0 | 0 | |||||||||
Beginning balance of temporary equity | $ 0 | $ 0 | $ 0 | $ 0 | |||||||||
Ending balance of temporary equity (in shares) | 0 | ||||||||||||
Ending balance of temporary equity | $ 0 | ||||||||||||
Cumulative Effect, Period of Adoption, Adjusted Balance | Series B Preferred Stock | |||||||||||||
Increase (Decrease) in Temporary Equity [Roll Forward] | |||||||||||||
Beginning balance of temporary equity (in shares) | 0 | 0 | 0 | 0 | |||||||||
Beginning balance of temporary equity | $ 0 | $ 0 | $ 0 | $ 0 | |||||||||
Ending balance of temporary equity (in shares) | 0 | ||||||||||||
Ending balance of temporary equity | $ 0 | ||||||||||||
Cumulative Effect, Period of Adoption, Adjusted Balance | Series C Convertible Preferred Stock | |||||||||||||
Increase (Decrease) in Temporary Equity [Roll Forward] | |||||||||||||
Beginning balance of temporary equity (in shares) | 0 | 0 | 0 | 0 | |||||||||
Beginning balance of temporary equity | $ 0 | $ 0 | $ 0 | $ 0 | |||||||||
Ending balance of temporary equity (in shares) | 0 | ||||||||||||
Ending balance of temporary equity | $ 0 | ||||||||||||
Cumulative Effect, Period of Adoption, Adjusted Balance | Common Stock | |||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||
Beginning balance of common stock (in shares) | 72,027,743 | 72,027,743 | 72,027,743 | 72,027,743 | |||||||||
Beginning balance of stockholders' equity | $ 7 | $ 7 | $ 7 | $ 7 | |||||||||
Ending balance of common stock (in shares) | 72,027,743 | ||||||||||||
Ending balance of stockholders' equity | $ 7 | ||||||||||||
Cumulative Effect, Period of Adoption, Adjusted Balance | Additional paid-in capital | |||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||
Beginning balance of stockholders' equity | 401,702 | 401,702 | 401,702 | 401,702 | |||||||||
Ending balance of stockholders' equity | 401,702 | ||||||||||||
Cumulative Effect, Period of Adoption, Adjusted Balance | Accumulated Other Comprehensive Loss | |||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||
Beginning balance of stockholders' equity | (3,463) | (3,463) | (3,463) | (3,463) | |||||||||
Ending balance of stockholders' equity | (3,463) | ||||||||||||
Cumulative Effect, Period of Adoption, Adjusted Balance | Accumulated Deficit | |||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||
Beginning balance of stockholders' equity | (142,038) | (142,038) | (142,038) | (142,038) | |||||||||
Ending balance of stockholders' equity | (142,038) | ||||||||||||
As previously reported | |||||||||||||
Increase (Decrease) in Temporary Equity [Roll Forward] | |||||||||||||
Beginning balance of temporary equity | 0 | 278,520 | 271,288 | 263,895 | 0 | 263,895 | 0 | 263,895 | 0 | 263,895 | |||
Derecognition of shares | (300) | (300) | |||||||||||
Accrued dividends payable | 7,897 | 7,532 | 7,393 | 22,822 | |||||||||
Distributions to and conversions of preferred stock | (286,417) | (286,417) | |||||||||||
Ending balance of temporary equity | 0 | 278,520 | 271,288 | 278,520 | 0 | 0 | |||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||
Beginning balance of stockholders' equity | 263,884 | 275,083 | 272,143 | (2,202) | 11,157 | 20,216 | 272,143 | 20,216 | 272,143 | 20,216 | $ 272,143 | 20,216 | |
Accrued dividends payable | (7,897) | (7,532) | (7,393) | (22,822) | |||||||||
Foreign currency translation adjustment | (2,417) | (2,559) | (184) | (1,322) | 743 | (900) | (2,743) | (157) | (5,160) | (1,479) | (1,654) | ||
Share-based compensation | 3,019 | 2,501 | 2,050 | (3,519) | 315 | 315 | (1,856) | ||||||
Common stock issued pursuant to acquisition | 23,295 | ||||||||||||
Distributions to and conversions of preferred stock | 56,503 | 56,503 | |||||||||||
CTAC shares recapitalized, net of equity issuance costs | 6,457 | 6,429 | |||||||||||
Conversion of KORE warrants | 10,663 | 10,663 | |||||||||||
Private offering and merger financing, net of equity issuance costs | 217,282 | 216,877 | |||||||||||
Equity portion of convertible debt, net of issuance costs | 12,510 | 12,240 | |||||||||||
Net loss | (13,025) | (11,141) | (10,907) | (4,508) | (6,885) | (1,081) | (22,048) | (7,966) | (35,073) | (12,474) | (24,453) | ||
Ending balance of stockholders' equity | $ 251,461 | $ 263,884 | $ 275,083 | $ 283,967 | $ (2,202) | $ 11,157 | $ 263,884 | $ (2,202) | $ 251,461 | $ 283,967 | $ 272,143 | ||
As previously reported | Series A Preferred Stock | |||||||||||||
Increase (Decrease) in Temporary Equity [Roll Forward] | |||||||||||||
Beginning balance of temporary equity (in shares) | 0 | 8,256,165 | 8,004,780 | 7,756,158 | 0 | 7,756,158 | 0 | 7,756,158 | 0 | 7,756,158 | |||
Beginning balance of temporary equity | $ 0 | $ 82,562 | $ 80,048 | $ 77,562 | $ 0 | $ 77,562 | $ 0 | $ 77,562 | $ 0 | $ 77,562 | |||
Accrued dividends payable (in shares) | 265,602 | 251,385 | 248,622 | 765,609 | |||||||||
Accrued dividends payable | $ 2,656 | $ 2,514 | $ 2,486 | $ 7,656 | |||||||||
Distributions to and conversions of preferred stock (in shares) | (8,521,767) | (8,521,767) | |||||||||||
Distributions to and conversions of preferred stock | $ (85,218) | $ (85,218) | |||||||||||
Ending balance of temporary equity (in shares) | 0 | 8,256,165 | 8,004,780 | 8,256,165 | 0 | 0 | |||||||
Ending balance of temporary equity | $ 0 | $ 82,562 | $ 80,048 | $ 82,562 | $ 0 | $ 0 | |||||||
As previously reported | Series A-1 Preferred Stock | |||||||||||||
Increase (Decrease) in Temporary Equity [Roll Forward] | |||||||||||||
Beginning balance of temporary equity (in shares) | 0 | 8,398,185 | 8,128,665 | 7,862,107 | 0 | 7,862,107 | 0 | 7,862,107 | 0 | 7,862,107 | |||
Beginning balance of temporary equity | $ 0 | $ 83,982 | $ 81,287 | $ 78,621 | $ 0 | $ 78,621 | $ 0 | $ 78,621 | $ 0 | $ 78,621 | |||
Accrued dividends payable (in shares) | 287,998 | 269,520 | 266,558 | 824,076 | |||||||||
Accrued dividends payable | $ 2,880 | $ 2,695 | $ 2,666 | $ 8,241 | |||||||||
Distributions to and conversions of preferred stock (in shares) | (8,686,183) | (8,686,183) | |||||||||||
Distributions to and conversions of preferred stock | $ (86,862) | $ (86,862) | |||||||||||
Ending balance of temporary equity (in shares) | 0 | 8,398,185 | 8,128,665 | 8,398,185 | 0 | 0 | |||||||
Ending balance of temporary equity | $ 0 | $ 83,982 | $ 81,287 | $ 83,982 | $ 0 | $ 0 | |||||||
As previously reported | Series B Preferred Stock | |||||||||||||
Increase (Decrease) in Temporary Equity [Roll Forward] | |||||||||||||
Beginning balance of temporary equity (in shares) | 0 | 9,547,376 | 9,315,136 | 9,090,975 | 0 | 9,090,975 | 0 | 9,090,975 | 0 | 9,090,975 | |||
Beginning balance of temporary equity | $ 0 | $ 95,474 | $ 93,151 | $ 90,910 | $ 0 | $ 90,910 | $ 0 | $ 90,910 | $ 0 | $ 90,910 | |||
Accrued dividends payable (in shares) | 236,142 | 232,240 | 224,161 | 692,543 | |||||||||
Accrued dividends payable | $ 2,361 | $ 2,323 | $ 2,241 | $ 6,925 | |||||||||
Distributions to and conversions of preferred stock (in shares) | (9,783,518) | (9,783,518) | |||||||||||
Distributions to and conversions of preferred stock | $ (97,835) | $ (97,835) | |||||||||||
Ending balance of temporary equity (in shares) | 0 | 9,547,376 | 9,315,136 | 9,547,376 | 0 | 0 | |||||||
Ending balance of temporary equity | $ 0 | $ 95,474 | $ 93,151 | $ 95,474 | $ 0 | $ 0 | |||||||
As previously reported | Series C Convertible Preferred Stock | |||||||||||||
Increase (Decrease) in Temporary Equity [Roll Forward] | |||||||||||||
Beginning balance of temporary equity (in shares) | 0 | 2,520,368 | 2,566,186 | 2,566,186 | 0 | 2,566,186 | 0 | 2,566,186 | 0 | 2,566,186 | |||
Beginning balance of temporary equity | $ 0 | $ 16,502 | $ 16,802 | $ 16,802 | $ 0 | $ 16,802 | $ 0 | $ 16,802 | $ 0 | $ 16,802 | |||
Derecognition of stock (in shares) | (45,818) | (45,818) | |||||||||||
Derecognition of shares | $ (300) | $ (300) | |||||||||||
Distributions to and conversions of preferred stock (in shares) | (2,520,368) | (2,520,368) | |||||||||||
Distributions to and conversions of preferred stock | $ (16,502) | $ (16,502) | |||||||||||
Ending balance of temporary equity (in shares) | 0 | 2,520,368 | 2,566,186 | 2,520,368 | 0 | 0 | |||||||
Ending balance of temporary equity | $ 0 | $ 16,502 | $ 16,802 | $ 16,502 | $ 0 | $ 0 | |||||||
As previously reported | Common Stock | |||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||
Beginning balance of common stock (in shares) | 76,239,989 | 76,239,989 | 72,027,743 | 30,281,520 | 30,281,520 | 30,281,520 | 72,027,743 | 30,281,520 | 72,027,743 | 30,281,520 | 72,027,743 | 30,281,520 | |
Beginning balance of stockholders' equity | $ 8 | $ 8 | $ 7 | $ 3 | $ 3 | $ 3 | $ 7 | $ 3 | $ 7 | $ 3 | $ 7 | $ 3 | |
Common stock issued pursuant to acquisition (in shares) | 4,212,246 | ||||||||||||
Common stock issued pursuant to acquisition | $ 1 | ||||||||||||
Vesting of restricted stock units (in shares) | 52,252 | ||||||||||||
Distributions to and conversions of preferred stock (in shares) | 7,120,368 | 7,120,368 | |||||||||||
Distributions to and conversions of preferred stock | $ 1 | $ 1 | |||||||||||
CTAC shares recapitalized, net of equity issuance costs (in shares) | 10,373,491 | 10,373,491 | |||||||||||
CTAC shares recapitalized, net of equity issuance costs | $ 1 | $ 1 | |||||||||||
Conversion of KORE warrants (in shares) | 1,365,612 | 1,365,612 | |||||||||||
Private offering and merger financing, net of equity issuance costs (in shares) | 22,686,326 | 22,686,326 | |||||||||||
Private offering and merger financing, net of equity issuance costs | $ 2 | $ 2 | |||||||||||
Ending balance of common stock (in shares) | 76,292,241 | 76,239,989 | 76,239,989 | 71,827,317 | 30,281,520 | 30,281,520 | 76,239,989 | 30,281,520 | 76,292,241 | 71,827,317 | 72,027,743 | ||
Ending balance of stockholders' equity | $ 8 | $ 8 | $ 8 | $ 7 | $ 3 | $ 3 | $ 8 | $ 3 | $ 8 | $ 7 | $ 7 | ||
As previously reported | Additional paid-in capital | |||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||
Beginning balance of stockholders' equity | 429,878 | 427,377 | 413,646 | 121,321 | 128,538 | 135,616 | 413,646 | 135,616 | 413,646 | 135,616 | 413,646 | 135,616 | |
Accrued dividends payable | (7,897) | (7,532) | (7,393) | (22,822) | |||||||||
Share-based compensation | 3,019 | 2,501 | 2,050 | (3,519) | 315 | 315 | (1,856) | ||||||
Common stock issued pursuant to acquisition | 23,294 | ||||||||||||
Distributions to and conversions of preferred stock | 56,502 | 56,502 | |||||||||||
CTAC shares recapitalized, net of equity issuance costs | 6,456 | 6,428 | |||||||||||
Conversion of KORE warrants | 10,663 | 10,663 | |||||||||||
Private offering and merger financing, net of equity issuance costs | 217,280 | 216,875 | |||||||||||
Equity portion of convertible debt, net of issuance costs | 12,510 | 12,240 | |||||||||||
Ending balance of stockholders' equity | 432,897 | 429,878 | 427,377 | 413,316 | 121,321 | 128,538 | 429,878 | 121,321 | 432,897 | 413,316 | 413,646 | ||
As previously reported | Accumulated Other Comprehensive Loss | |||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||
Beginning balance of stockholders' equity | (6,074) | (3,515) | (3,331) | (1,834) | (2,577) | (1,677) | (3,331) | (1,677) | (3,331) | (1,677) | (3,331) | (1,677) | |
Foreign currency translation adjustment | (2,417) | (2,559) | (184) | (1,322) | 743 | (900) | (1,654) | ||||||
Ending balance of stockholders' equity | (8,491) | (6,074) | (3,515) | (3,156) | (1,834) | (2,577) | (6,074) | (1,834) | (8,491) | (3,156) | (3,331) | ||
As previously reported | Accumulated Deficit | |||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||
Beginning balance of stockholders' equity | (159,928) | (148,787) | (138,179) | (121,692) | (114,807) | (113,726) | (138,179) | (113,726) | (138,179) | (113,726) | (138,179) | (113,726) | |
Net loss | (13,025) | (11,141) | (10,907) | (4,508) | (6,885) | (1,081) | (24,453) | ||||||
Ending balance of stockholders' equity | (172,953) | (159,928) | (148,787) | (126,200) | (121,692) | (114,807) | (159,928) | (121,692) | (172,953) | (126,200) | (138,179) | ||
As previously reported | Cumulative Effect, Period of Adoption, Adjustment | |||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||
Beginning balance of stockholders' equity | (11,314) | (11,314) | (11,314) | (11,314) | |||||||||
Ending balance of stockholders' equity | (11,314) | ||||||||||||
As previously reported | Cumulative Effect, Period of Adoption, Adjustment | Additional paid-in capital | |||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||
Beginning balance of stockholders' equity | (11,613) | (11,613) | (11,613) | (11,613) | |||||||||
Ending balance of stockholders' equity | (11,613) | ||||||||||||
As previously reported | Cumulative Effect, Period of Adoption, Adjustment | Accumulated Deficit | |||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||
Beginning balance of stockholders' equity | 299 | 299 | 299 | 299 | |||||||||
Ending balance of stockholders' equity | 299 | ||||||||||||
As previously reported | Cumulative Effect, Period of Adoption, Adjusted Balance | |||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||
Beginning balance of stockholders' equity | $ 260,829 | $ 260,829 | $ 260,829 | $ 260,829 | |||||||||
Ending balance of stockholders' equity | $ 260,829 | ||||||||||||
As previously reported | Cumulative Effect, Period of Adoption, Adjusted Balance | Common Stock | |||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||
Beginning balance of common stock (in shares) | 72,027,743 | 72,027,743 | 72,027,743 | 72,027,743 | |||||||||
Beginning balance of stockholders' equity | $ 7 | $ 7 | $ 7 | $ 7 | |||||||||
Ending balance of common stock (in shares) | 72,027,743 | ||||||||||||
Ending balance of stockholders' equity | $ 7 | ||||||||||||
As previously reported | Cumulative Effect, Period of Adoption, Adjusted Balance | Additional paid-in capital | |||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||
Beginning balance of stockholders' equity | 402,033 | 402,033 | 402,033 | 402,033 | |||||||||
Ending balance of stockholders' equity | 402,033 | ||||||||||||
As previously reported | Cumulative Effect, Period of Adoption, Adjusted Balance | Accumulated Other Comprehensive Loss | |||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||
Beginning balance of stockholders' equity | (3,331) | (3,331) | (3,331) | (3,331) | |||||||||
Ending balance of stockholders' equity | (3,331) | ||||||||||||
As previously reported | Cumulative Effect, Period of Adoption, Adjusted Balance | Accumulated Deficit | |||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||
Beginning balance of stockholders' equity | (137,880) | (137,880) | (137,880) | (137,880) | |||||||||
Ending balance of stockholders' equity | (137,880) | ||||||||||||
Adjustments | |||||||||||||
Increase (Decrease) in Temporary Equity [Roll Forward] | |||||||||||||
Beginning balance of temporary equity | (300) | (300) | (300) | (300) | (300) | ||||||||
Derecognition of shares | 300 | 300 | |||||||||||
Ending balance of temporary equity | (300) | ||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||
Beginning balance of stockholders' equity | (4,688) | (5,225) | (4,621) | (4,276) | (4,634) | (3,720) | (4,621) | (3,720) | (4,621) | (3,720) | (4,621) | (3,720) | |
Foreign currency translation adjustment | 202 | 186 | 61 | 67 | (325) | 4 | (247) | ||||||
Private offering and merger financing, net of equity issuance costs | (331) | (331) | |||||||||||
Net loss | (1,252) | 351 | (665) | 135 | 683 | (918) | (323) | ||||||
Ending balance of stockholders' equity | (5,738) | (4,688) | (5,225) | (4,405) | $ (4,276) | $ (4,634) | (4,688) | $ (4,276) | (5,738) | $ (4,405) | $ (4,621) | ||
Adjustments | Series C Convertible Preferred Stock | |||||||||||||
Increase (Decrease) in Temporary Equity [Roll Forward] | |||||||||||||
Beginning balance of temporary equity (in shares) | (45,818) | (45,818) | (45,818) | (45,818) | (45,818) | ||||||||
Beginning balance of temporary equity | $ (300) | $ (300) | $ (300) | $ (300) | $ (300) | ||||||||
Derecognition of stock (in shares) | 45,818 | 45,818 | |||||||||||
Derecognition of shares | $ 300 | $ 300 | |||||||||||
Ending balance of temporary equity (in shares) | (45,818) | ||||||||||||
Ending balance of temporary equity | $ (300) | ||||||||||||
Adjustments | Additional paid-in capital | |||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||
Beginning balance of stockholders' equity | (331) | (331) | (331) | (331) | (331) | (331) | |||||||
Private offering and merger financing, net of equity issuance costs | (331) | (331) | |||||||||||
Ending balance of stockholders' equity | (331) | (331) | (331) | (331) | (331) | (331) | (331) | (331) | |||||
Adjustments | Accumulated Other Comprehensive Loss | |||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||
Beginning balance of stockholders' equity | 115 | (71) | (132) | (206) | 119 | 115 | (132) | 115 | (132) | 115 | (132) | 115 | |
Foreign currency translation adjustment | 202 | 186 | 61 | 67 | (325) | 4 | (247) | ||||||
Ending balance of stockholders' equity | 317 | 115 | (71) | (139) | (206) | 119 | 115 | (206) | 317 | (139) | (132) | ||
Adjustments | Accumulated Deficit | |||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||
Beginning balance of stockholders' equity | (4,472) | (4,823) | (4,158) | (4,070) | (4,753) | (3,835) | (4,158) | (3,835) | (4,158) | (3,835) | $ (4,158) | (3,835) | |
Net loss | (1,252) | 351 | (665) | 135 | 683 | (918) | (323) | ||||||
Ending balance of stockholders' equity | $ (5,724) | $ (4,472) | $ (4,823) | $ (3,935) | $ (4,070) | $ (4,753) | $ (4,472) | $ (4,070) | $ (5,724) | $ (3,935) | $ (4,158) |
Quarterly Unaudited Financial_7
Quarterly Unaudited Financial Statements - Consolidated Statements of Cash Flows (unaudited) (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | |||||||||
Mar. 31, 2023 | Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | |
Cash flows provided by (used in) operating activities | |||||||||||||
Net loss | $ (18,490) | $ (14,277) | $ (10,790) | $ (11,572) | $ (4,373) | $ (6,202) | $ (1,999) | $ (22,362) | $ (8,201) | $ (36,639) | $ (12,574) | $ (106,200) | $ (24,776) |
Adjustments to reconcile net loss to net cash provided (used in) by operating activities | |||||||||||||
Depreciation and amortization | 14,125 | 13,175 | 13,093 | 26,928 | 25,465 | 40,616 | 37,884 | 54,499 | 50,331 | ||||
Amortization of deferred financing costs | 625 | 587 | 524 | 1,188 | 1,047 | 1,806 | 1,569 | 2,427 | 2,097 | ||||
Non-cash reduction to the operating lease right-of-use assets | 587 | 1,129 | 1,678 | ||||||||||
Amortization of discount on Backstop Notes | 0 | 424 | |||||||||||
Deferred income taxes | (1,994) | (3,296) | (1,387) | (6,421) | (3,377) | (8,583) | (7,441) | (16,189) | (9,691) | ||||
Non-cash foreign currency loss | (395) | (3) | (70) | 489 | 77 | 1,566 | (163) | 14 | 344 | ||||
Stock-based compensation | 2,570 | 2,050 | 315 | 4,551 | 630 | 7,570 | 4,564 | 10,296 | 4,564 | ||||
Provision for doubtful accounts | (129) | 55 | (18) | 183 | 11 | 424 | 117 | 415 | 322 | ||||
Change in fair value of warrant liability | (3) | (120) | (106) | (27) | (2,898) | 41 | (2,424) | (133) | (2,383) | (253) | (5,281) | (254) | (5,267) |
Change in operating assets and liabilities, net of operating assets and liabilities acquired: | |||||||||||||
Accounts receivable | (3,227) | (2,635) | (1,910) | 2,454 | (7,158) | 10,991 | (12,956) | 8,962 | (12,102) | ||||
Inventories | 1,302 | 4,994 | (878) | 6,661 | (4,089) | 8,192 | (6,461) | 6,542 | (9,875) | ||||
Prepaid expenses and other current assets | 926 | 1,591 | (4,101) | (664) | (9,125) | (1,633) | (5,105) | (1,992) | (1,244) | ||||
Accounts payable and accrued liabilities | 5,589 | (8,511) | (13,562) | (2,518) | (6,272) | (3,334) | (2,364) | (2,116) | (8,419) | ||||
Deferred revenue | (108) | 132 | (81) | 188 | (671) | 252 | (911) | 980 | (805) | ||||
Income taxes payable | 1,079 | (213) | 178 | (442) | (299) | (1,078) | (317) | 148 | (661) | ||||
Operating lease liabilities | (496) | (894) | (540) | (1,048) | (1,468) | ||||||||
Cash provided by (used in) operating activities | 1,912 | (3,980) | (12,320) | 10,691 | (14,345) | 20,527 | (9,439) | 16,356 | (14,758) | ||||
Net cash used in investing activities | (4,839) | (48,503) | (3,091) | (53,201) | (5,973) | (57,974) | (9,782) | (62,547) | (13,419) | ||||
Cash used in financing activities | (1,324) | (1,550) | 18,291 | (2,454) | 18,375 | (3,599) | 81,772 | (4,694) | 104,053 | ||||
Effect of exchange rate change on cash | 202 | (26) | (67) | (575) | (82) | (2,014) | (188) | (451) | (226) | ||||
Change in Cash and Restricted cash | (4,049) | (54,059) | 2,813 | (45,539) | (2,025) | (43,060) | 62,363 | (51,336) | 75,650 | ||||
Cash and Restricted Cash, beginning of period | 35,007 | 40,804 | 32,284 | 86,343 | 8,668 | 13,506 | 10,693 | 86,343 | 10,693 | 86,343 | 10,693 | 86,343 | 10,693 |
Cash and Restricted Cash, end of period | $ 30,961 | 43,283 | 40,804 | 32,284 | 73,056 | 8,668 | 13,506 | 40,804 | 8,668 | 43,283 | 73,056 | 35,007 | 86,343 |
As previously reported | |||||||||||||
Cash flows provided by (used in) operating activities | |||||||||||||
Net loss | (13,025) | (11,141) | (10,907) | (4,508) | (6,885) | (1,081) | (22,048) | (7,966) | (35,073) | (12,474) | (24,453) | ||
Adjustments to reconcile net loss to net cash provided (used in) by operating activities | |||||||||||||
Depreciation and amortization | 13,196 | 13,114 | 26,970 | 25,507 | 40,679 | 37,947 | 50,414 | ||||||
Amortization of deferred financing costs | 587 | 524 | 1,188 | 1,047 | 1,806 | 1,569 | 2,097 | ||||||
Non-cash reduction to the operating lease right-of-use assets | 587 | 1,129 | 1,678 | ||||||||||
Amortization of discount on Backstop Notes | 424 | ||||||||||||
Deferred income taxes | (3,851) | (1,366) | (7,666) | (4,308) | (10,875) | (8,197) | (9,871) | ||||||
Non-cash foreign currency loss | (3) | (70) | 489 | 77 | 1,566 | (163) | 344 | ||||||
Stock-based compensation | 2,050 | 315 | 4,551 | 630 | 7,570 | 4,564 | 4,564 | ||||||
Provision for doubtful accounts | 55 | (18) | 183 | 11 | 424 | 117 | 322 | ||||||
Change in fair value of warrant liability | (120) | (106) | (27) | (2,898) | 41 | (2,424) | (133) | (2,383) | (253) | (5,281) | (5,267) | ||
Change in operating assets and liabilities, net of operating assets and liabilities acquired: | |||||||||||||
Accounts receivable | (2,580) | (1,855) | 2,421 | (7,049) | 11,155 | (12,792) | (11,884) | ||||||
Inventories | 4,714 | (878) | 6,661 | (4,089) | 8,192 | (6,461) | (9,875) | ||||||
Prepaid expenses and other current assets | 806 | (5,375) | (769) | (9,016) | (1,934) | (5,054) | (1,700) | ||||||
Accounts payable and accrued liabilities | (8,428) | (13,311) | (2,674) | (6,103) | (3,756) | (2,366) | (8,371) | ||||||
Deferred revenue | 132 | (81) | 872 | (671) | 252 | (911) | (805) | ||||||
Income taxes payable | 199 | 186 | 269 | (32) | 144 | 63 | (697) | ||||||
Operating lease liabilities | (510) | (752) | (1,048) | ||||||||||
Cash provided by (used in) operating activities | (3,980) | (12,320) | 10,691 | (14,345) | 20,527 | (9,439) | (14,758) | ||||||
Net cash used in investing activities | (48,503) | (3,091) | (53,201) | (5,973) | (57,974) | (9,782) | (13,419) | ||||||
Cash used in financing activities | (1,550) | 18,291 | (2,454) | 18,375 | (3,599) | 81,772 | 104,053 | ||||||
Effect of exchange rate change on cash | (26) | (67) | (575) | (82) | (2,014) | (188) | (226) | ||||||
Change in Cash and Restricted cash | (54,059) | 2,813 | (45,539) | (2,025) | (43,060) | 62,363 | 75,650 | ||||||
Cash and Restricted Cash, beginning of period | 40,804 | 32,284 | 86,343 | 8,668 | 13,506 | 10,693 | 86,343 | 10,693 | 86,343 | 10,693 | $ 86,343 | 10,693 | |
Cash and Restricted Cash, end of period | 43,283 | 40,804 | 32,284 | 73,056 | 8,668 | 13,506 | 40,804 | 8,668 | 43,283 | 73,056 | 86,343 | ||
Adjustments | |||||||||||||
Cash flows provided by (used in) operating activities | |||||||||||||
Net loss | (1,252) | 351 | (665) | 135 | 683 | (918) | (323) | ||||||
Adjustments | Income tax adjustments | |||||||||||||
Cash flows provided by (used in) operating activities | |||||||||||||
Net loss | (808) | (350) | (371) | (299) | (165) | (238) | (721) | (403) | (1,529) | (702) | (732) | ||
Adjustments to reconcile net loss to net cash provided (used in) by operating activities | |||||||||||||
Deferred income taxes | 196 | 238 | 398 | 237 | 1,028 | 293 | 323 | ||||||
Change in operating assets and liabilities, net of operating assets and liabilities acquired: | |||||||||||||
Accounts payable and accrued liabilities | 175 | 323 | 166 | 501 | 409 | 409 | |||||||
Adjustments | Indirect tax adjustments | |||||||||||||
Cash flows provided by (used in) operating activities | |||||||||||||
Net loss | (79) | (79) | (79) | (114) | (114) | (114) | (158) | (228) | (237) | (342) | (457) | ||
Change in operating assets and liabilities, net of operating assets and liabilities acquired: | |||||||||||||
Accounts payable and accrued liabilities | 79 | 114 | 158 | 228 | 237 | 342 | 457 | ||||||
Adjustments | Other Adjustments | |||||||||||||
Cash flows provided by (used in) operating activities | |||||||||||||
Net loss | $ (365) | $ 780 | (215) | $ 548 | $ 962 | (566) | 565 | 396 | 200 | 944 | 866 | ||
Adjustments to reconcile net loss to net cash provided (used in) by operating activities | |||||||||||||
Depreciation and amortization | (21) | (21) | (42) | (42) | (63) | (63) | (83) | ||||||
Deferred income taxes | 359 | (259) | 847 | 694 | 1,264 | 463 | (143) | ||||||
Change in operating assets and liabilities, net of operating assets and liabilities acquired: | |||||||||||||
Accounts receivable | (55) | (55) | 33 | (109) | (164) | (164) | (218) | ||||||
Inventories | 280 | ||||||||||||
Prepaid expenses and other current assets | 785 | 1,274 | 105 | (109) | 301 | (51) | 456 | ||||||
Accounts payable and accrued liabilities | (337) | (365) | (325) | (563) | (316) | (749) | (914) | ||||||
Deferred revenue | (684) | ||||||||||||
Income taxes payable | (412) | $ (8) | (711) | $ (267) | $ (1,222) | $ (380) | $ 36 | ||||||
Operating lease liabilities | $ (384) | $ 212 |
GEOGRAPHIC AREA INFORMATION (De
GEOGRAPHIC AREA INFORMATION (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | |||||||||
Mar. 31, 2023 | Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | |
Disaggregation of Revenue [Line Items] | |||||||||||||
Net Sales | $ 65,975 | $ 66,137 | $ 70,921 | $ 68,978 | $ 67,933 | $ 60,798 | $ 55,352 | $ 139,899 | $ 116,150 | $ 206,036 | $ 184,084 | $ 268,447 | $ 248,435 |
Long Lived Assets | 214,423 | 214,790 | |||||||||||
United States | |||||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||||
Net Sales | 211,599 | 187,392 | |||||||||||
Long Lived Assets | 152,361 | 141,511 | |||||||||||
Other Countries | |||||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||||
Net Sales | 56,848 | 61,043 | |||||||||||
Long Lived Assets | $ 62,062 | $ 73,279 |
SUBSEQUENT EVENTS (Detail)
SUBSEQUENT EVENTS (Detail) - Twilio IoT Business Unit [Member] shares in Millions | Mar. 26, 2023 shares |
Subsequent Event [Line Items] | |
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares | 10 |
Subsequent Event | |
Subsequent Event [Line Items] | |
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares | 10 |
SCHEDULE 1 - PARENT ONLY FINA_3
SCHEDULE 1 - PARENT ONLY FINANCIAL INFORMATION - Summary of Condensed Balance Sheet (Detail) - USD ($) $ / shares in Units, $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 | Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Dec. 31, 2021 | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Dec. 31, 2020 |
Non-current assets | ||||||||||
Total assets | $ 676,529 | $ 688,736 | $ 758,973 | $ 770,255 | $ 781,153 | $ 760,337 | $ 762,295 | $ 702,986 | $ 701,456 | |
Long-term liabilities | ||||||||||
Warrant liability | 30 | 33 | 33 | 153 | 259 | 286 | 273 | 13,561 | 13,520 | |
Total liabilities | 511,834 | 508,064 | 513,250 | 511,059 | 511,295 | 492,815 | 482,733 | 430,944 | 423,945 | |
Stockholders’ equity | ||||||||||
Common stock, voting; par value $0.0001 per share; 315,000,000 shares authorized, 76,292,241 and 72,027,743 shares issued and outstanding at December 31, 2022 and December 31, 2021 | $ 8 | $ 8 | 8 | 8 | 8 | $ 7 | $ 7 | 3 | 3 | |
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||||
Common stock, shares authorized (in shares) | 315,000,000 | 315,000,000 | 315,000,000 | |||||||
Common stock, shares issued (in shares) | 76,552,595 | 76,292,241 | 72,027,743 | |||||||
Common stock, shares outstanding (in shares) | 76,552,595 | 76,292,241 | 72,027,743 | 71,810,419 | ||||||
Additional paid-in capital | $ 437,677 | $ 435,292 | 432,566 | 429,547 | 427,046 | $ 413,315 | $ 412,985 | 121,321 | 128,538 | |
Accumulated other comprehensive loss | (6,262) | (6,390) | (8,174) | (5,959) | (3,586) | (3,463) | (3,295) | (2,040) | (2,458) | |
Accumulated deficit | (266,728) | (248,238) | (178,677) | (164,400) | (153,610) | (142,337) | (130,135) | (125,762) | (119,560) | |
Total stockholders’ equity | 164,695 | 180,672 | 245,723 | 259,196 | 269,858 | 267,522 | 279,562 | (6,478) | 6,523 | $ 16,496 |
Total liabilities and stockholders’ equity | $ 676,529 | 688,736 | $ 758,973 | $ 770,255 | $ 781,153 | 760,337 | $ 762,295 | $ 702,986 | $ 701,456 | |
Parent Company | ||||||||||
Non-current assets | ||||||||||
Investment in subsidiaries | 192,549 | 256,725 | ||||||||
Total non-current assets | 192,549 | 256,725 | ||||||||
Total assets | 192,549 | 256,725 | ||||||||
Long-term liabilities | ||||||||||
Warrant liability | 33 | 286 | ||||||||
Total liabilities | 33 | 286 | ||||||||
Stockholders’ equity | ||||||||||
Common stock, voting; par value $0.0001 per share; 315,000,000 shares authorized, 76,292,241 and 72,027,743 shares issued and outstanding at December 31, 2022 and December 31, 2021 | $ 8 | $ 7 | ||||||||
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | ||||||||
Common stock, shares authorized (in shares) | 315,000,000 | 315,000,000 | ||||||||
Common stock, shares issued (in shares) | 76,292,241 | 72,027,743 | ||||||||
Common stock, shares outstanding (in shares) | 76,292,241 | 72,027,743 | ||||||||
Additional paid-in capital | $ 435,293 | $ 401,690 | ||||||||
Accumulated other comprehensive loss | (6,390) | (3,463) | ||||||||
Accumulated deficit | (236,394) | (141,795) | ||||||||
Total stockholders’ equity | 192,517 | 256,439 | ||||||||
Total liabilities and stockholders’ equity | $ 192,550 | $ 256,725 |
SCHEDULE 1 - PARENT ONLY FINA_4
SCHEDULE 1 - PARENT ONLY FINANCIAL INFORMATION - Summary Of Condensed Statements Of Loss and Comprehensive Loss (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | |||||||||
Mar. 31, 2023 | Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | |
Condensed Income Statements, Captions [Line Items] | |||||||||||||
Change in fair value of warrant liability | $ (3) | $ (120) | $ (106) | $ (27) | $ (2,898) | $ 41 | $ (2,424) | $ (133) | $ (2,383) | $ (253) | $ (5,281) | $ (254) | $ (5,267) |
Loss before income taxes | (18,859) | (16,082) | (13,058) | (13,784) | (8,246) | (7,997) | (3,255) | (26,842) | (11,252) | (42,924) | (19,499) | (116,617) | (33,552) |
Net loss | (18,490) | (14,277) | (10,790) | (11,572) | (4,373) | (6,202) | (1,999) | (22,362) | (8,201) | (36,639) | (12,574) | (106,200) | (24,776) |
Other comprehensive loss: | |||||||||||||
Foreign currency translation adjustment | 128 | (2,215) | (2,373) | (123) | (1,255) | 418 | (896) | (2,496) | (478) | (4,711) | (1,733) | (2,927) | (1,901) |
Comprehensive loss | $ (18,362) | $ (16,492) | $ (13,163) | $ (11,695) | $ (5,628) | $ (5,784) | $ (2,895) | $ (24,858) | $ (8,679) | $ (41,350) | $ (14,307) | (109,127) | (26,677) |
Parent Company | |||||||||||||
Condensed Income Statements, Captions [Line Items] | |||||||||||||
Equity in net loss of unconsolidated subsidiaries | (94,759) | (29,892) | |||||||||||
Change in fair value of warrant liability | (254) | (5,267) | |||||||||||
Loss before income taxes | (94,505) | (24,625) | |||||||||||
Net loss | (94,505) | (24,625) | |||||||||||
Other comprehensive loss: | |||||||||||||
Foreign currency translation adjustment | (2,927) | (1,987) | |||||||||||
Comprehensive loss | $ (97,432) | $ (26,612) |
SCHEDULE 1 - PARENT ONLY FINA_5
SCHEDULE 1 - PARENT ONLY FINANCIAL INFORMATION - Summary Of Condensed Statements Of Cash Flows (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | |||||||||
Mar. 31, 2023 | Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | |
Cash flows provided by (used in) operating activities | |||||||||||||
Net loss | $ (18,490) | $ (14,277) | $ (10,790) | $ (11,572) | $ (4,373) | $ (6,202) | $ (1,999) | $ (22,362) | $ (8,201) | $ (36,639) | $ (12,574) | $ (106,200) | $ (24,776) |
Adjustments to reconcile net loss to net cash provided by operating activities | |||||||||||||
Change in fair value of warrant liability | (3) | (120) | (106) | (27) | (2,898) | 41 | (2,424) | (133) | (2,383) | (253) | (5,281) | (254) | (5,267) |
Cash provided by (used in) operating activities | 1,912 | (3,980) | (12,320) | 10,691 | (14,345) | 20,527 | (9,439) | 16,356 | (14,758) | ||||
Cash flows from investing activities | |||||||||||||
Cash flows (used in) provided by investing activities | (4,839) | (48,503) | (3,091) | (53,201) | (5,973) | (57,974) | (9,782) | (62,547) | (13,419) | ||||
Cash flows (used in) provided by financing activities | |||||||||||||
Settlement of preferred stock | 0 | (229,915) | |||||||||||
Cash (used in) provided by financing activities | (1,324) | (1,550) | 18,291 | (2,454) | 18,375 | (3,599) | 81,772 | (4,694) | 104,053 | ||||
Effect of exchange rate change on cash and restricted | 202 | (26) | (67) | (575) | (82) | (2,014) | (188) | (451) | (226) | ||||
Change in Cash and Restricted cash | (4,049) | (54,059) | 2,813 | (45,539) | (2,025) | (43,060) | 62,363 | (51,336) | 75,650 | ||||
Cash and Restricted Cash, beginning of period | 35,007 | 40,804 | 32,284 | 86,343 | 8,668 | 13,506 | 10,693 | 86,343 | 10,693 | 86,343 | 10,693 | 86,343 | 10,693 |
Cash and Restricted Cash, end of period | 30,961 | $ 43,283 | $ 40,804 | 32,284 | $ 73,056 | $ 8,668 | 13,506 | 40,804 | 8,668 | 43,283 | 73,056 | 35,007 | 86,343 |
Non-cash investing and financing activities: | |||||||||||||
Fair value of KORE common stock issued pursuant to acquisition | 0 | 23,295 | 23,295 | 0 | |||||||||
Parent Company | |||||||||||||
Cash flows provided by (used in) operating activities | |||||||||||||
Net loss | (94,505) | (24,625) | |||||||||||
Adjustments to reconcile net loss to net cash provided by operating activities | |||||||||||||
Equity in net loss of unconsolidated subsidiaries | 94,759 | 29,892 | |||||||||||
Change in fair value of warrant liability | (254) | (5,267) | |||||||||||
Cash provided by (used in) operating activities | 0 | 0 | |||||||||||
Cash flows from investing activities | |||||||||||||
Distribution from subsidiary | 0 | 5,947 | |||||||||||
Cash flows (used in) provided by investing activities | 0 | 5,947 | |||||||||||
Cash flows (used in) provided by financing activities | |||||||||||||
Issuance of common stock, net of transaction costs | 0 | 223,968 | |||||||||||
Settlement of preferred stock | 0 | (229,915) | |||||||||||
Cash (used in) provided by financing activities | 0 | (5,947) | |||||||||||
Effect of exchange rate change on cash and restricted | 0 | 0 | |||||||||||
Change in Cash and Restricted cash | 0 | 0 | |||||||||||
Cash and Restricted Cash, beginning of period | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | 0 | 0 | ||||
Cash and Restricted Cash, end of period | 0 | 0 | |||||||||||
Non-cash investing and financing activities: | |||||||||||||
Fair value of KORE common stock issued pursuant to acquisition | 23,295 | ||||||||||||
Share-based payment awards issued to employees of subsidiaries | $ 10,296 | $ 1,839 |
SCHEDULE 1 - PARENT ONLY FINA_6
SCHEDULE 1 - PARENT ONLY FINANCIAL INFORMATION - Additional Information (Detail) - Parent Company | Dec. 31, 2022 | Sep. 30, 2021 |
Organization, Consolidation And Presentation Of Financial Statements [Line Items] | ||
Percentage of voting rights held by equity holders pre combination | 54% | |
Restricted Investments, Percent of Net Assets | 25% | |
Corp Merger Sub | ||
Organization, Consolidation And Presentation Of Financial Statements [Line Items] | ||
Equity method investment ownership percentage | 100% |