Document and Entity Information
Document and Entity Information | 12 Months Ended |
Dec. 31, 2019 | |
Document Information [Line Items] | |
Document Type | S-1 |
Amendment Flag | false |
Entity Registrant Name | Kaleyra, Inc. |
Entity Central Index Key | 0001719489 |
Entity Filer Category | Accelerated Filer |
Entity Small Business | true |
Entity Emerging Growth Company | true |
Entity Ex Transition Period | false |
Entity Tax Identification Number | 82-3027430 |
Entity Incorporation, State or Country Code | DE |
Entity Address, Address Line One | Via Marco D’Aviano, 2 |
Entity Address, City or Town | Milano MI |
Entity Address, Postal Zip Code | 20131 |
City Area Code | +39 02 |
Local Phone Number | 288 5841 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 | |
Current assets: | |||
Cash and cash equivalents | $ 16,103 | $ 8,207 | |
Restricted cash | 20,894 | ||
Short-term marketable securities | 5,124 | 3,151 | |
Trade receivables, net | 39,509 | 30,222 | |
Prepaid expenses | 648 | 462 | |
Other current assets | 4,224 | 2,544 | |
Total current assets | 86,502 | 44,586 | |
Property and equipment, net | 3,393 | 2,341 | |
Intangible assets, net | 9,353 | 11,276 | |
Goodwill | 16,953 | 17,276 | |
Deferred tax assets | 357 | ||
Other long-term assets | 1,203 | 1,297 | |
Total Assets | 117,404 | 77,133 | |
Current liabilities: | |||
Accounts payable | 63,320 | 40,166 | |
Debt for forward share purchase agreements | 34,059 | ||
Notes payable | 1,716 | ||
Notes payable due to related parties | 9,414 | ||
Deferred consideration for the acquisition | 3,005 | ||
Deferred consideration for the acquisition due to related parties | 3,245 | ||
Current portion of bank and other borrowings | 11,243 | 4,686 | |
Deferred revenue | 1,397 | 1,500 | |
Preference shares | 683 | ||
Preference shares due to related parties | 1,847 | ||
Payroll and payroll related accrued liabilities | 1,038 | 1,020 | |
Other current liabilities | 1,229 | 1,009 | |
Total current liabilities | 125,946 | 54,631 | |
Long-term portion of bank and other borrowings | 16,134 | 9,125 | |
Long-term portion of notes payable due to related parties | 7,500 | ||
Long-term portion of employee benefit obligation | 1,398 | 1,147 | |
Long-term portion of preference shares | 495 | ||
Long-term portion of preference shares due to related parties | 1,339 | ||
Deferred consideration for the acquisitions | 1,553 | ||
Deferred consideration for the acquisitions due to related parties | 1,150 | ||
Deferred tax liabilities | 2,045 | 2,476 | |
Other long-term liabilities | 3,155 | 291 | |
Total Liabilities | 156,178 | 72,207 | |
Commitments and contingencies (Note 20) | |||
Stockholders’ equity (deficit): | |||
Preferred stock, par value of $0.0001 per share; 1,000,000 shares authorized; no shares issued or outstanding | |||
Common stock, par value of $0.0001 per share; 100,000,000 and 11,644,561 shares authorized as of December 31, 2019 and 2018, respectively; 19,977,113 and 10,687,106 shares issued and outstanding as of December 31, 2019 and 2018, respectively | [1] | 2 | 1 |
Additional paid-in capital | [1] | 2,143 | 10,186 |
Accumulated other comprehensive income | 74 | 31 | |
Accumulated deficit | (40,993) | (5,292) | |
Total stockholders’ equity (deficit) | (38,774) | 4,926 | |
Total liabilities and stockholders’ equity (deficit) | $ 117,404 | $ 77,133 | |
[1] | Amounts as of December 31, 2018 differ from those published in prior year consolidated financial statements as they were retrospectively adjusted as a result of the accounting for the Business Combination (as defined below in the notes). Specifically, the number of common shares outstanding during periods before the Business Combination are computed on the basis of the number of common shares of Kaleyra S.p.A. (accounting acquiror) during those periods multiplied by the exchange ratio established in the stock purchase agreement. Common stock and additional paid-in capital were adjusted accordingly. |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) | Dec. 31, 2018$ / sharesshares |
Preferred stock, par value | $ / shares | $ 0.0001 |
Preferred stock, shares authorized | 1,000,000 |
Preferred stock, shares issued | 0 |
Preferred stock, shares outstanding | 0 |
Common stock, shares authorized | 100,000 |
Kaleyra S.p.A | |
Common stock, par value | $ / shares | $ 0.0001 |
Common stock, shares authorized | 11,644,561 |
Common stock, shares issued | 10,687,106 |
Common stock, shares outstanding | 10,687,106 |
Consolidated Statement of Opera
Consolidated Statement of Operations - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | ||
Income Statement [Abstract] | |||
Revenue | $ 129,558 | $ 77,845 | |
Cost of revenue | 103,205 | 62,425 | |
Gross profit | 26,353 | 15,420 | |
Operating expenses: | |||
Research and development | 5,310 | 3,368 | |
Sales and marketing | 6,031 | 6,313 | |
General and administrative | 17,431 | 11,359 | |
Loss on equity investments | (95) | ||
Total operating expenses | 28,772 | 20,945 | |
Loss from operations | (2,419) | (5,525) | |
Other income, net | 136 | 297 | |
Financial expense, net | (439) | (416) | |
Foreign currency loss | (517) | (32) | |
Loss before income tax expense | (3,239) | (5,676) | |
Income tax expense | 2,273 | 1,424 | |
Net loss | (5,512) | (7,100) | |
Net loss attributable to non-controlling interests | (2) | ||
Net loss attributable to the owners of the parent | (5,512) | (7,098) | |
Net loss attributable to common stockholders | $ (5,512) | $ (7,100) | |
Net loss per share attributable to common stockholders, basic and diluted | [1] | $ (0.48) | $ (0.72) |
Weighted-average shares used in computing net loss per share attributable to common stockholders, basic and diluted | [1] | 11,603,381 | 9,828,411 |
[1] | Amounts for the year ended December 31, 2018 differ from those published in prior year consolidated financial statements as they were retrospectively adjusted as a result of the accounting for the Business Combination (as defined below in the notes). Specifically, the number of common shares outstanding during periods before the Business Combination are computed on the basis of the number of common shares of Kaleyra S.p.A. (accounting acquiror) during those periods multiplied by the exchange ratio established in the stock purchase agreement. Common stock and additional paid-in capital were adjusted accordingly. |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Loss - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | ||
Statement Of Income And Comprehensive Income [Abstract] | |||
Net loss | $ (5,512) | $ (7,100) | |
Other comprehensive income (loss): | |||
Foreign currency translation adjustments | 25 | (175) | |
Net unrealized gain (loss) on marketable securities, net of tax | [1] | 18 | (22) |
Other comprehensive income related to joint venture | 156 | ||
Total other comprehensive income (loss) | 43 | (41) | |
Total comprehensive loss | $ (5,469) | $ (7,141) | |
[1] | The Company recorded $6 thousand of tax expense and $7 thousand of tax benefits on marketable securities for the years ended December 31, 2019 and 2018, respectively. |
Consolidated Statements of Co_2
Consolidated Statements of Comprehensive Loss (Parenthetical) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Statement Of Income And Comprehensive Income [Abstract] | ||
Tax expense (benefits) on marketable securities | $ 6 | $ (7) |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' Equity (Deficit) - USD ($) $ in Thousands | Total | Common Stock | Additional Paid-in Capital | [1] | Accumulated Other Comprehensive Income | Retained Earnings / (Accumulated Deficit) | Total 'Stockholders' Equity (Deficit) | Non-controlling Interests | ||
Beginning balance at Dec. 31, 2017 | $ 1,987 | $ 1 | [1] | $ 81 | $ 72 | $ 1,833 | $ 1,987 | |||
Change in the legal status of the Company and creation of 100,000 shares with no par value | 27 | (27) | ||||||||
Change in the legal status of the Company and creation of 100,000 shares with no par value, shares | [1] | 9,663,456 | ||||||||
Consolidation of Solutions Infini | 2 | $ 2 | ||||||||
Consolidation of Solutions Infini, shares | [1] | 342,376 | ||||||||
Issuance of common stock in connection with Buc Mobile acquisition | 2,711 | 2,711 | 2,711 | |||||||
Issuance of common stock upon exercise of stock options | 8 | 8 | 8 | |||||||
Issuance of common stock upon exercise of stock options, shares | [1] | 681,274 | ||||||||
Stock-based compensation | 7,359 | 7,359 | 7,359 | |||||||
Net loss | (7,100) | (7,098) | (7,098) | $ (2) | ||||||
Other comprehensive loss | (41) | (41) | (41) | |||||||
Ending balance at Dec. 31, 2018 | 4,926 | $ 1 | [1] | 10,186 | 31 | (5,292) | 4,926 | |||
Ending balance, shares at Dec. 31, 2018 | [1] | 10,687,106 | ||||||||
Business Combination | [2] | (40,374) | $ 1 | [1] | (10,186) | (30,189) | (40,374) | |||
Business Combination, shares | [1],[2] | 9,290,007 | ||||||||
Forward share purchase agreements | 567 | 567 | 567 | |||||||
Stock-based compensation | 1,576 | 1,576 | 1,576 | |||||||
Net loss | (5,512) | (5,512) | (5,512) | |||||||
Other comprehensive loss | 43 | 43 | 43 | |||||||
Ending balance at Dec. 31, 2019 | $ (38,774) | $ 2 | [1] | $ 2,143 | $ 74 | $ (40,993) | $ (38,774) | |||
Ending balance, shares at Dec. 31, 2019 | [1] | 19,977,113 | ||||||||
[1] | Amounts as of December 31, 2018 and before that date differ from those published in prior year consolidated financial statements as they were retrospectively adjusted as a result of the accounting for the Business Combination (as defined below in the notes). Specifically, the number of common shares outstanding during periods before the Business Combination are computed on the basis of the number of common shares of Kaleyra S.p.A. (accounting acquiror) during those periods multiplied by the exchange ratio established in the stock purchase agreement. Common stock and additional paid-in capital were adjusted accordingly. | |||||||||
[2] | Refer to “Note 5” for further details. |
Consolidated Statements of St_2
Consolidated Statements of Stockholders' Equity (Deficit) (Parenthetical) | Dec. 31, 2018$ / sharesshares |
Statement Of Stockholders Equity [Abstract] | |
Common stock, shares authorized | shares | 100,000 |
Common stock, no par value | $ / shares | $ 0 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Cash flows from Operating Activities: | ||
Net loss | $ (5,512) | $ (7,100) |
Adjustments to reconcile net loss to net cash provided by operating activities: | ||
Depreciation and amortization | 2,648 | 1,530 |
Stock-based compensation and preference shares | 2,070 | 7,998 |
Loss on equity investments | (95) | |
Allowance for doubtful accounts | 716 | 111 |
Employee benefit obligation | 315 | 139 |
Non-cash interest expense | 657 | 229 |
Deferred taxes | (14) | 72 |
Change in operating assets and liabilities: | ||
Trade receivables | (10,427) | (5,075) |
Other current assets | (2,039) | (184) |
Other long-term assets | 47 | 185 |
Accounts payable | 15,145 | 6,072 |
Other current liabilities | 251 | 23 |
Deferred revenue | (64) | (182) |
Long-term liabilities | 2,660 | (122) |
Net cash provided by operating activities | 6,453 | 3,601 |
Cash flows from Investing Activities: | ||
Purchases of marketable securities | (5,868) | (3,873) |
Sales of marketable securities | 3,882 | 995 |
Purchases of property and equipment | (1,413) | (248) |
Sales of property and equipment | 38 | 9 |
Capitalized software development costs | (602) | (657) |
Purchases of intangible assets | (16) | (47) |
Cash, cash equivalents and restricted cash acquired in the reverse merger | 21,666 | |
Net cash provided by (used in) investing activities | 17,687 | (11,710) |
Cash flows from Financing Activities: | ||
Change in line of credit | 1,973 | 1,699 |
Borrowings on term loan | 16,670 | 5,611 |
Repayments on term loan | (4,844) | (913) |
Proceeds from exercise of stock options | 8 | |
Net cash provided by financing activities | 4,702 | 6,405 |
Effect of exchange rate changes on cash, cash equivalents and restricted cash | (52) | (634) |
Net increase (decrease) in cash, cash equivalents and restricted cash | 28,790 | (2,338) |
Cash, cash equivalents and restricted cash at beginning of year | 8,207 | 10,545 |
Cash, cash equivalents and restricted cash at end of year | 36,997 | 8,207 |
Supplemental disclosures of other cash flow information: | ||
Cash paid for interest | 478 | 264 |
Cash paid for income taxes | 688 | 368 |
Buc Mobile | ||
Cash flows from Investing Activities: | ||
Acquisition, net of cash acquired | (2,407) | |
Cash flows from Financing Activities: | ||
Payment of deferred consideration in relation to the acquisition | (4,000) | |
Solutions Infini | ||
Cash flows from Investing Activities: | ||
Acquisition, net of cash acquired | $ (5,482) | |
Cash flows from Financing Activities: | ||
Payment of deferred consideration in relation to the acquisition | $ (5,097) |
Consolidated Statements of Ca_2
Consolidated Statements of Cash Flows (Parenthetical) - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 |
Statement Of Cash Flows [Abstract] | ||
Cash and cash equivalents | $ 16,103,000 | $ 8,207,000 |
Restricted Cash | $ 20,900,000 | $ 0 |
Description of Organization and
Description of Organization and Business Operations | 12 Months Ended |
Dec. 31, 2019 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Description of Organization and Business Operations | 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS Kaleyra, Inc., formerly GigCapital, Inc., (hereinafter “Kaleyra” or the “Company”) was incorporated in Delaware on October 9, 2017. The Company was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses. On December 12, 2017, the Company completed the initial closing of its initial public offering (the “Offering”) whereby the Company sold 12,500,000 Units at a price of $10.00 per Unit. On January 9, 2018, the Company completed the second closing of the Offering with the exercise of the over-allotment option with the consummation of the sale of an additional 1,875,000 Units at a price of $10.00 per Unit. Each Unit consists of one share of the Company’s common stock, $0.0001 par value, three-fourths (3/4) of one warrant to purchase one share of common stock (the “Warrants”), and one right to receive one-tenth (1/10) of one share of common stock upon consummation of a business combination (the “Rights”). Warrants will only be exercisable for whole shares at $11.50 per share. On January 16, 2018, the Company announced that the holders of the Company’s Units may elect to separately trade the securities underlying such Units which commenced on January 17, 2018. No fractional warrants will be issued upon separation of the Units and only whole warrants will trade. Any Units not separated, prior to the consummation of a business combination, will continue to trade on the New York Stock Exchange under the symbol “GIG.U”. Any underlying shares of common stock, warrants and rights that were separated, prior to the consummation of a business combination, will trade on the New York Stock Exchange under the symbols “GIG,” “GIG.WS” and “GIGr,” respectively. On February 22, 2019, the Company entered into a stock purchase agreement (the “Stock Purchase Agreement”) by and among the Company, Kaleyra S.p.A., Shareholder Representative Services LLC, (the “Seller Representative”) as representative for the holders of the ordinary shares of Kaleyra S.p.A. immediately prior to the closing of the Business Combination, and all of the stockholders of all of the Kaleyra S.p.A. stock (collectively, such Kaleyra S.p.A. stockholders, the “Sellers”), for the purpose of the Company acquiring all of the shares of Kaleyra S.p.A. Kaleyra S.p.A. is a cloud communications software provider delivering secure Application Protocol Interfaces (“APIs”) and connectivity solutions in the API/Communication Platform as a Service or CPaaS market, headquartered in Milan, Italy and with operations in Italy, India, Dubai and the United States. Kaleyra S.p.A.’s solutions include identity authentication, mobile and voice notifications on transactions, and banking services authorizations, most notably via different integrated mobile channels through its platform. On November 25, 2019, the Business Combination with Kaleyra S.p.A. (the “Business Combination”) was completed. See Note 5 – Business Combination for a description of the Business Combination. Effective as of the closing of the Business Combination, the Company changed its name to Kaleyra, Inc. Upon the consummation of the Business Combination, the Company also changed its fiscal year end to December 31st from its previous fiscal year ending September 30th, such change first being effective for its fiscal year ended December 31, 2019. For accounting purposes, Kaleyra S.p.A. was deemed the acquiror in the Business Combination. Upon the closing of the Business Combination, the Company’s rights and units ceased trading, and the Company’s common stock began trading on the NYSE American stock exchange under the symbol “KLR”. Furthermore, on December 2, 2019, Kaleyra’s warrants began trading on the NYSE American stock exchange as “KLR WS”. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2019 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation These consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (‘‘US GAAP’’) applicable for an “emerging growth company” as defined in the Jumpstart Our Business Startups Act (“JOBS Act”). The JOBS Act provides that an emerging growth company can take advantage of an extended transition period for complying with new or revised accounting standards. In particular, an emerging growth company can delay the adoption of certain accounting standards until those standards would apply to private companies. For the purpose of these consolidated financial statements, the Company availed itself of an extended transition period for complying with new or revised accounting standards and, as a result, did not adopt new or revised accounting standards on the relevant dates on which adoption of such standards is required for public companies. Liquidity In connection with Accounting Standards Update (“ASU”) 2014-15, Presentation of Financial Statements-Going Concern (Subtopic 205-40), Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern, the Company evaluated its ability to continue as a going concern. While the Company has positive cash flows from operating activities, its current liabilities exceed its current assets as of December 31, 2019. The consolidated balance sheet as of December 31, 2019 includes total current assets of $86.5 million and total current liabilities of $125.9 million, resulting in net liabilities due within the next 12 months of $39.4 million. The Company’s business operations continued to grow in line with expectations showing positive operating margins (excluding non-recurring costs). However, the Business Combination generated significant obligations including (i) $13.1 million of liabilities related to non-recurring Business Combination transaction related costs; (ii) $15.0 million of deferred consideration to sellers in the Business Combination transaction (iii) $13.2 million of net obligations under certain Shares Purchase Forward Agreements entered into by GigCapital Inc. prior to the Business Combination; and (iv) $3.6 million of notes payable acquired as a result of the Business Combination. Management, concerned about the Company’s ability to fulfil these obligations, made the decision to evaluate opportunities to refinance or renegotiate some of its current obligations and, during the first four months of 2020 put in place several actions aimed to achieve such goal. Such actions, described in more details in Note 27 – Subsequent Events, include, among others: • the subscription of a new loan agreement with a bank that is currently a • • • • Considering the effects of these actions and the typical financial cycle of Kaleyra, Kaleyra’s management believes that the Company’s cash, cash flows from operations, financings and amendments to agreements subsequent to December 31, 2019, and availability of borrowings, as described above, will be sufficient to support its planned operations for at least the next 12 months from the date these consolidated financial statements were issued. Principles of Consolidation The consolidated financial statements include the Company and its wholly-owned subsidiaries, including Kaleyra S.p.A., Solutions Infini and Buc Mobile, which represent its major operations. All significant intercompany balances and transactions have been eliminated in consolidation. Use of Estimates The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. These estimates are used for, but not limited to, allowance for doubtful accounts; valuation of the Company’s stock-based awards; recoverability of long-lived and intangible assets; capitalization and useful life of the Company’s capitalized internal-use software development costs; fair value of acquired intangible assets and goodwill; accruals and contingencies, including tax related provision and valuation allowance on deferred taxes. Estimates are based on historical experience and on various assumptions that the Company believes are reasonable under current circumstances. However, future events are subject to change and best estimates and judgments may require further adjustments; therefore, actual results could differ materially from those estimates. Management periodically evaluates such estimates and they are adjusted prospectively based upon such periodic evaluation. Concentration of Credit Risk Financial instruments that potentially expose the Company to a concentration of credit risk consist primarily of cash and cash equivalents, marketable securities and trade receivables. The Company maintains cash and cash equivalents and marketable securities with financial institutions that management believes are financially sound. The Company sells its services to a wide variety of customers. If the financial condition or results of operations of any significant customers deteriorate substantially, operating results could be adversely affected. To reduce credit risk, management performs ongoing credit evaluations of the financial condition of significant customers. The Company maintains reserves for estimated credit losses on customer accounts when considered necessary. Actual credit losses may differ from the Company’s estimates. In the years ended December 31, 2019 and 2018, there were one and three customers, respectively, that individually accounted for more than 10% of the Company’s consolidated total revenue. In particular in 2019, revenue generated by the first, second and third major customer of the Company accounted for $13.4 million, $10.9 million and $9.2 million; respectively, while in 2018, revenue generated by the first, second and third major customer of the Company accounted for $13.6 million, $8.1 million and $8.8 million, respectively. As of December 31, 2019 and 2018, no individual customer accounted for more than 10% of the Company’s consolidated total trade receivables. Revenue Recognition Adoption of Accounting Standards Codification ("ASC") 606, "Revenue from Contracts with Customers" Effective January 1, 2019, the Company adopted Accounting Standards Codification (“ASC”) 606, “Revenue from Contracts with Customers” (“ASC 606”), which replaced the existing revenue recognition guidance, ASC 605, and outlines a single set of comprehensive principles for recognizing revenue under US GAAP. Among other things, ASC 606 requires entities to assess the products or services promised in contracts with customers at contract inception to determine the appropriate unit at which to record revenue, which is referred to as a performance obligation. Revenue is recognized when control of the promised products or services is transferred to customers at an amount that reflects the consideration to which the entity expects to be entitled to in exchange for those products or services. The Company did not record any adjustment to the beginning retained earnings as of January 1, 2019 in connection with the adoption of the new standard. Prior to the adoption of ASC 606, the Company recognized the majority of its revenue according to the usage by its customers in the period in which that usage occurred. ASC 606 continues to support the recognition of revenue over time, and on a usage basis, for the majority of the Company's contracts due to continuous transfer of control to the customer. Revenue Recognition Policy The Company enters into contracts that can include various combinations of products and services, which are generally capable of being distinct and accounted for as separate performance obligations. Revenue is recognized net of allowances for credits and any taxes collected from customers. Taxes collected are subsequently remitted to governmental authorities. The Company determines revenue recognition through the following steps: • Identification of the contract, or contracts, with a customer; • Identification of the performance obligations in the contract; • Determination of the transaction price; • Allocation of the transaction price to the performance obligations in the contract; and • Recognition of revenue when, or as, the Company satisfies a performance obligation. Nature of Products and Services The Company's revenue is primarily derived from usage-based fees earned from the sale of communications services offered through software solutions to large enterprises, as well as small and medium-sized customers. The Company’s revenue is recognized upon the sending of a SMS message or by the authentication of a financial transaction of an end user of the Company’s customer using the Company’s platform in an amount that reflects the consideration the Company expects to receive in exchange for those services which is generally based upon agreed fixed prices per unit. Platform access is considered a monthly series comprised of one performance obligation and usage-based fees are recognized as revenue in the period in which the usage occurs. After usage occurs, there are no remaining obligations that would preclude revenue recognition. Revenue from usage-based fees represented 98% of total revenue, both in the years ended December 31, 2019 and 2018. Subscription-based fees are derived from certain term-based contracts, such as with the sales of short codes and customer support, which is generally one year. Term-based contract revenue is recognized on a ratable basis over the contractual term of the arrangement beginning on the date that the service is made available to the customer. Revenue from term-based fees represented 2% of total revenue, both in the years ended December 31, 2019 and 2018. The Company's arrangements do not contain general rights of return. The contracts do not provide customers with the right to take possession of the software supporting the applications. Amounts that have been invoiced are recorded in trade receivables and in revenue or deferred revenue depending on whether the revenue recognition criteria have been met. Contract Balances The Company receives payments from customers based on a billing schedule as established in its contracts. Contract assets are recorded when the Company has a conditional right to consideration for its completed performance under the contracts. Trade receivables are recorded when the right to this consideration becomes unconditional, which is as usage occurs. The Company did not have any contract assets as of December 31, 2019. Deferred revenue is recorded when cash payments are received in advance of future usage on non-cancellable contracts. As of December 31, 2019 and 2018, the Company recorded $1.4 million and $1.5 million, respectively, as deferred revenue on its consolidated balance sheets. The deferred revenue balance as of December 31, 2018 was entirely recognized as revenue in the year ended December 31, 2019. Disaggregated Revenue In general, revenue disaggregated by geography is aligned according to the nature and economic characteristics of the Company’s business and provides meaningful disaggregation of the Company’s results of operations. Refer to Note 17 – Geographic Information for details of revenue by geographic area. Cost of Revenue Cost of revenue consists primarily of costs of communications services purchased from network service providers. Cost of revenue also includes the cost of the Company’s cloud infrastructure and technology platform, amortization of capitalized internal-use software development costs related to the platform applications and amortization of developed technology acquired in the business combinations. Research and Development Expenses Research and development expenses consist primarily of personnel costs, the costs of the technology platform used for staging and development, outsourced engineering services, amortization of capitalized internal-use software development costs and an allocation of general overhead expenses. The Company capitalizes the portion of its software development costs that meet the criteria for capitalization. Internal-use Software Development Costs Certain costs of the technology platform and other software applications developed for internal use are capitalized. The Company capitalizes qualifying internal-use software development costs that are incurred during the application development stage. Capitalization of costs begins when two criteria are met: (i) the preliminary project stage is completed, and (ii) it is probable that the software will be completed and used for its intended purpose. Capitalization ceases when the software is substantially complete and ready for its intended use, including the completion of all-significant testing. The Company also capitalizes costs related to specific upgrades and enhancements when it is probable the expenditures will result in additional functionality and expenses costs incurred for maintenance and minor upgrades and enhancements. Costs related to preliminary project activities and post-implementation operating activities are expensed as incurred. Capitalized costs of platform and other software applications are included in property and equipment. These costs are amortized over the estimated useful life of the software of four years on a straight-line basis. Management evaluates the useful life of these assets on an annual basis and tests for impairment whenever events or changes in circumstances occur that could affect the recoverability of these assets. The amortization of costs related to the platform applications is included in cost of revenue, while the amortization of costs related to other software applications developed for internal use is included in research and development expenses. Advertising Costs Advertising costs are expensed as incurred and were $956,000 and $578,000 in the years ended December 31, 2019 and 2018, respectively. Advertising costs are included in sales and marketing expenses in the accompanying consolidated statement of operations. Marketable Securities Investments in marketable securities are carried at fair value and classified as available-for-sale securities. Realized gains and losses on available-for-sale securities are included in financial expense, net in the consolidated statements of operations. Unrealized gains and losses, net of deferred taxes, on available-for-sale securities are included in the consolidated balance sheets as a component of accumulated other comprehensive income (loss). In the event the fair value of an investment declines below its cost basis, management is required to determine if the decline in fair value is other than temporary. If management determines the decline is other than temporary, an impairment charge is recorded. As of December 31, 2019 and 2018, the Company had marketable securities of $5.1 million and $3.2 million; respectively relating to mutual funds with no stated maturity. Stock-Based Compensation The Company measures and recognizes the compensation expense for restricted stock units (“RSUs”) granted to employees and directors, based on the fair value of the award on the grant date. RSUs give an employee an interest in Company stock but they have no tangible value until vesting is complete. RSUs are equity classified and measured at the fair market value of the underlying stock at the grant date and recognized as expense over the related service or performance period. The Company elected to account for forfeitures as they occur. The fair value of stock awards is based on the quoted price of our common stock on the grant date. Compensation cost for RSUs is recognized using the straight-line method over the requisite service period. In June 2018, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2018-07, “Compensation—Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting”. The aim of the update is to simplify several aspects of the accounting for nonemployee share-based payment transactions resulting from expanding the scope of Topic 718, Compensation—Stock Compensation, to include share-based payment transactions for acquiring goods and services from nonemployees. As a result, nonemployee share-based payment equity awards are measured at the grant date fair value of the equity instruments, similar to employee share-based payment equity awards. The Company adopted ASU 2018-07 in 2019, following the adoption of Topic 606. At the transition date, there were no nonemployee share-based compensation awards. Employee Benefit Plans The Company has defined benefit plans, granted to Italian and Indian employees and regulated by Italian and Indian laws, respectively. The defined benefit plans are calculated based on the employee compensation and the duration of the employment relationship and are paid to the employee upon termination of the employment relationship. The costs of the defined benefit plans reported in the Company’s consolidated statement of operations is determined by actuarial calculation performed on an annual basis. The actuarial valuation is performed using the “Projected Unit Credit Method” based on the employees’ expected date of separation or retirement. As a part of the purchase agreement relating to the 2018 acquisition of Solutions Infini by Kaleyra, the Company assumed the obligation to purchase a number of preference shares from certain employees in 2020 at a price determined based on the EBITDA of Solutions Infini for its fiscal year ending March 31, 2020. These preference shares represent compensation for future services for the eligible employees. The Company accounts for the liability related to the preference shares over the relevant period from July 2017 to July 2020, charging the consolidated statements of operations on a straight-line basis over that period. Income Taxes The Company accounts for income taxes in accordance with the asset and liability approach method. Deferred tax assets and liabilities are recognized for future tax consequences attributable to temporary differences between the consolidated financial statements carrying amounts of existing assets and liabilities and their respective tax bases, as well as for operating loss and tax credit carryforwards. Deferred tax amounts are determined by using the enacted tax rates expected to be in effect when the temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. A valuation allowance reduces the deferred tax assets to the amount that is more likely than not to be realized. The Company recognizes the effect of income tax positions only if those positions are more-likely-than-not of being sustained. Recognized income tax positions are measured at the largest amount that is greater than 50 percent likely of being realized. Changes in recognition or measurement are reflected in the period in which the change in judgment occurs. The Company records interest and penalties related to an underpayment of income taxes in income tax expense in the consolidated statements of operations. Foreign Currency Translation The functional currency of the parent company is the US Dollar. The functional currency of Kaleyra S.p.A. is the Euro, the functional currency of Solutions Infini is the India Rupee and the functional currency of Buc Mobile is the US Dollar. Each company remeasures monetary assets and liabilities denominated in currencies other that its functional currency at period-end exchange rates and non-monetary items are at historical rates. Remeasurement adjustments are recognized in the consolidated statements of operations as foreign currency (income) loss in the period of occurrence. These consolidated financial statements are presented in US Dollars. For legal entities where the functional currency is a currency other than the US Dollar, adjustments resulting from translating the financial statements into US Dollars are recorded as a component of accumulated other comprehensive income in stockholders’ equity (deficit). Monetary assets and liabilities denominated in a currency that is other than the US Dollar are translated into US Dollars at the exchange rate on the balance sheet date. Revenue and expenses are translated at the weighted average exchange rates during the period. Equity transactions are translated using historical exchange rates. Comprehensive Income (Loss) Comprehensive income (loss) refers to net income (loss) and other revenue, expenses, gains and losses that, under US GAAP, are recorded as an element of stockholders’ equity but are excluded from the calculation of net income (loss). See Note 13 – Accumulated Other Comprehensive Income (Loss). Earnings (Loss) per Share The equity structure in the consolidated financial statements following a reverse recapitalization reflects the equity structure of the legal acquiror (the accounting acquiree), including the equity interests issued by the legal acquiror to effect the business combination. Basic earnings (loss) per share attributable to common stockholders is calculated by dividing the net income (loss) attributable to common stockholders by the weighted-average number of shares of common stock outstanding for the period. In calculating the weighted-average number of common shares during the period in which the reverse merger occurs (fiscal year 2019): a. The number of common shares outstanding from the beginning of that period to the acquisition date shall be computed on the basis of the weighted-average number of common shares of the legal acquiree (accounting acquiror) outstanding during the period multiplied by the exchange ratio established in the merger agreement; b. The number of common shares outstanding from the acquisition date to the end of that period shall be the actual number of common shares of the legal acquiror (the accounting acquiree) outstanding during that period. The basic EPS for each comparative period before the acquisition date presented in the consolidated financial statements following a reverse merger shall be calculated by dividing (i) by (ii): i. The income of the legal acquiree attributable to common stockholders in each of those periods; ii. The legal acquiree’s historical weighted average number of common shares outstanding multiplied by the exchange ratio established in the acquisition agreement. Diluted net income (loss) per share is calculated by giving effect to all potentially dilutive common stock when determining the weighted-average number of common shares outstanding. For purposes of the diluted net income (loss) per share calculation, RSUs, options and warrants to purchase common stock are considered common stock equivalents. Cash and Cash Equivalents The Company considers all liquid investments with an original maturity of three months or less when purchased to be cash equivalents. Cash equivalents consist of funds deposited into saving accounts. Restricted Cash Restricted cash consists of cash deposited into a savings account with a financial institution as collateral for the Company's obligations under the Forward Share Purchase Agreement with Glazer Capital and with Yakira Capital Management, Inc. See Note 10 – Debt for Forward Share Purchase Agreements for a description of the contracts In November 2016, the FASB issued ASU No. 2016-18, “Statement of Cash Flows (Topic 830) – Restricted Cash” (“ASU 2016-18”). This standard provides guidance on the presentation of restricted cash and cash equivalents in the consolidated statements of cash flows. Restricted cash and restricted cash equivalents should be included with cash and cash equivalents when reconciling the beginning-of-period and end-of-period amounts shown on the consolidated statements of cash flows. The Company adopted ASU 2016-18 in the first quarter of 2019 and applied the guidance retrospectively in the prior period’s consolidated statements of cash flows. Other than the revised consolidated statements of cash flows presentation of restricted cash, the adoption of ASU 2016-18 did not have an impact on the Company’s consolidated financial statements. The restricted cash balances as of December 31, 2019 and December 31, 2018 were $20.9 million and zero, respectively. Trade Receivables and Allowance for Doubtful Accounts Trade receivables are recorded net of an allowance for doubtful accounts. The allowance for doubtful accounts is estimated based on the Company’s assessment of its ability to collect on customer trade receivables. The Company regularly reviews the allowance by considering certain factors such as historical experience, credit quality, age of trade receivables balances and other known conditions that may affect a customer’s ability to pay. In cases where the Company is aware of circumstances that may impair a specific customer’s ability to meet their financial obligations, a specific allowance is recorded against amounts due from the customer which reduces the net recognized receivable to the amount the Company reasonably believes will be collected. The Company writes-off trade receivables against the allowance when a determination is made that the balance is uncollectible, and collection of the receivable is no longer being actively pursued. The allowance for doubtful accounts was $873,000 and $157,000 as of December 31, 2019 and 2018, respectively. Property and Equipment, net Property and equipment is stated at cost less accumulated depreciation or amortization. Depreciation and amortization are computed using the straight-line method over the estimated useful life of the related asset. Maintenance and repairs are expensed as incurred. The useful lives of property and equipment are as follows: Internal-use software development costs …………………………….. 4 years Servers ………………………………………………………………... 3 - 6 years Office equipment ……………………………………………………... 3 -5 years Leasehold improvements ……………………………………………... 5 years or remaining lease term (1) Furniture and fixtures ………………………………………………… 4 - 8 years Vehicles ………………………………………………………………. 8 - 10 years Software ………………………………………………………………. 3 years Other assets ………………………………………………………........ 4 years (1) Including renewal options Intangible Assets, net Intangible assets recorded by the Company are costs directly associated with securing legal registration of patents and the fair value of identifiable intangible assets acquired in business combinations. Intangible assets with determinable economic lives are carried at cost, less accumulated amortization. Intangible assets arising from business combinations, such as customer relationship and developed technology, were initially recorded at estimated fair value. Amortization is computed over the estimated useful life of each asset on a straight-line basis, except for customer relationships, which are amortized over the best estimate of their expected useful life using an accelerated method (“sum of years’ digits method”), in order to better approximate the pattern in which their economic benefit are expected to be consumed. The Company determines the useful lives of identifiable intangible assets after considering the facts and circumstances related to each intangible asset. Factors the Company considers when determining useful lives include the contractual term of any agreement related to the asset, the historical performance of the asset, the Company’s long-term strategy for using the asset, any laws or other local regulations which could impact the useful life of the asset and other economic factors, including competition and specific market conditions. Intangible assets without determinable economic lives are carried at cost, not amortized and reviewed for impairment on an annual basis or whenever events or changes in circumstances indicate that the carrying value may not be recoverable. The useful lives of the intangible assets are as follows: Developed technology………………………………………………….... 3-6 years Customer relationships (accelerated method) …………………………... 15 – 17 years Patent ……………………………………………………………………. 3-7 years Goodwill Goodwill represents the excess of the aggregate purchase price over the fair value of net identifiable assets acquired in a business combination. Goodwill is not amortized and is tested for impairment on an annual basis or whenever events or changes in circumstances indicate that the carrying value may not be recoverable. The Company has selected December 31 as the date to perform its annual impairment test. In the valuation of goodwill, management must make assumptions regarding estimated future cash flows to be derived from the Company’s business. If these estimates or their related assumptions change in the future, the Company may be required to record an impairment for these assets. Management may first evaluate qualitative factors to assess if it is more likely than not that the fair value of a reporting unit is less than its carrying amount and to determine if a two-step impairment test is necessary. Management may choose to proceed directly to the two-step evaluation, bypassing the initial qualitative assessment. The first step of the impairment test involves comparing the fair value of the reporting unit to which goodwill is allocated to its net book value, including goodwill. If the net book value exceeds its fair value, then the Company would perform the second step of the goodwill impairment test to determine the amount of the impairment loss. The impairment loss would be calculated by comparing the implied fair value of the goodwill to its net book value. In calculating the implied fair value of goodwill, the fair value of the entity would be allocated to all of the other assets and liabilities based on their fair values. The excess of the fair value of the entity over the amount assigned to other assets and liabilities is the implied fair value of goodwill. An impairment loss would be recognized when the carrying amount of goodwill exceeds its implied fair value. No goodwill impairment charges have been recorded for any period presented. Impairment of Long-Lived Assets The Company evaluates long-lived assets, including property and equipment and intangible assets, for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets held and used is measured by a comparison of the carrying amount of an asset or an asset group to estimated undiscounted future net cash flows expected to be generated by the asset or asset group. If such evaluation indicates that the carrying amount of the asset or the asset group is not recoverable, any impairment loss would be equal to the amount the carrying value exceeds the fair value. There was no impairment during the years ended December 31, 2019 and 2018. Deferred Revenue Deferred revenue consists of advance payments from customers to be applied against future usage and customer billings in advance of revenues being recognized under the Company’s contracts. Deferred revenue is generally expected to be recognized during the succeeding 12-month period and is thus recorded as a current liability. Segment Information The Company’s Chief Executive Officer is the chief operating decision maker, who reviews the Company’s financial information presented on a consolidated basis for purposes of allocating resources and evaluating the Company’s financial performance. Accordingly, the Company has determined that it operates in a single reporting segment. Derivatives The Company has not historically entered into hedging derivatives in the ordinary course of its business. In connection with the acquisition of Solutions Infini and Buc Mobile, the Company entered into certain derivative contracts to serve as an economic hedge for risk management purposes. These derivatives include exchange rate forwards on the purchase prices denominated in Indian Rupee for the acquisition of Solutions Infini and in US Dollars for the acquisition of Buc Mobile and interest rate swaps on the bank borrowings entered into by the Company to finance the acquisitions. These derivatives were not designated as hedging instruments under US GAAP. Because hedge accounting was not applied, those derivatives have been recorded at fair value on the consolidated balan |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Dec. 31, 2019 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | 3. FAIR VALUE MEASUREMENTS The following tables provide the assets and liabilities measured at fair value on a recurring basis as of December 31, 2019 and 2018 (in thousands): Fair Value Hierarchy as of December 31, 2019 Aggregate Level 1 Level 2 Level 3 Fair Value Marketable securities Mutual funds (1) $ 5,124 $ — $ — $ 5,124 Total Marketable Securities $ 5,124 $ — $ — $ 5,124 Liabilities Interest Rate Swap (2) $ — $ 80 $ — $ 80 Preference shares (3) — — 2,530 2,530 Debt for forward share purchase agreements (4) — 34,059 — 34,059 Total Liabilities $ — $ 34,139 $ 2,530 $ 36,669 (1) Included in the consolidated balance sheet line item “Short-term marketable securities”. (2) Included in the consolidated balance sheet line item “Other long-term liabilities”. (3) Based on the information available at the reporting date, the preference shares liability was estimated on the basis of present value of the expected future cash flows contractually due in connection with the achievement of specified levels of EBITDA of Solutions Infini for the year ending March 31, 2020. Such cash flows are contractually predetermined and the maximum pay-out was assumed in determining the estimate which is primarily based on the expected EBITDA sourced from the most updated business plan, which represents management best estimates and is significantly above the targeted EBITDA. Changes in the liability during the period are due to (i) compensation expense accrued on a straight-line basis during period; (ii) accrued interest expense due to the fact that the obligation will be settled in 2020; and (iii) exchange rate differences. No fair value changes were recognized during the period. If the actual EBITDA of Solutions Infini for the year ending March 31, 2020 will be materially below its expected level, this would result in a change of the preference shares liability. (4) Based on the information available at the reporting date, debts for forward share purchase agreements have been determined as the present value to be paid at settlement in case the counterparty exercises the put option. The amount in the above table excludes accrued interest. Fair Value Hierarchy as of December 31, 2018 Aggregate Level 1 Level 2 Level 3 Fair Value Marketable securities Mutual funds (1) $ 3,151 $ — $ — $ 3,151 Total Marketable Securities $ 3,151 $ — $ — $ 3,151 Liabilities Interest Rate Swap (2) $ — $ 97 $ — $ 97 Foreign Exchange Forward (2) — (56 ) — (56 ) Preference shares (3) — — 1,834 1,834 Contingent consideration for Solutions Infini acquisition (4) — — 482 482 Total Liabilities $ — $ 41 $ 2,316 $ 2,357 (1) Included in the consolidated balance sheet line item “Short-term marketable securities”. (2) Included in the consolidated balance sheet line item “Other long-term liabilities”. (3) Based on the information available at the reporting date, the preference shares liability was estimated on the basis of present value of the expected future cash flows contractually due in connection with the achievement of specified levels of EBITDA of Solutions Infini for the year ending March 31, 2020. Such cash flows are contractually predetermined and the maximum pay-out was assumed in determining the estimate which is primarily based on the expected EBITDA sourced from the most updated business plan, which represents management best estimates and is significantly above the targeted EBITDA. Changes in the liability during the period are due to (i) compensation expense accrued on a straight-line basis during period; (ii) accrued interest expense due to the fact that the obligation will be settled in 2020; and (iii) exchange rate differences. No fair value changes were recognized during the period. If the actual EBITDA of Solutions Infini for the year ending March 31, 2020 will be materially below its expected level, this would result in a change of the preference shares liability. (4) Based on the information available at the reporting date, the contingent consideration for the Solutions Infini acquisition was estimated as the basis of the present value of the expected future cash flows contractually due in connection with the achievement of specified levels of EBITDA of Solutions Infini for the year ending March 31, 2019. Such cash flows were contractually predetermined and the maximum pay-out was assumed in determining the estimate which is primarily based on the expected EBITDA sourced from the most updated business plan, which represents management best estimates, and is significantly above the targeted EBITDA. The amount presented in the table above represents the estimated portion of the total deferred consideration. No changes in fair value were recognized as initially estimated during the year. The actual EBITDA of Solutions Infini for the year ended March 31, 2019 became available in July 2019 and confirmed the initial amount estimated by management and used to determine the contingent consideration for the Solutions Infini acquisition at the reporting date. Values of marketable securities as of December 31, 2019 and 2018 were as follows (in thousands): As of December 31, 2019 2018 Cost Unrealized gains Unrealized losses Fair value Cost Unrealized gains Unrealized losses Fair value Mutual funds $ 5,129 $ 1 $ (6 ) $ 5,124 $ 3,180 $ — $ (29 ) $ 3,151 The following tables present changes during the years ended December 31, 2019 and 2018 in Level 3 assets and liabilities measured at fair value on a recurring basis, and the realized and unrealized gains (losses) related to the Level 3 assets and liabilities in the consolidated balance sheets at December 31, 2019 and 2018 (in thousands): Fair Value Beginning of Year Net Realized and Unrealized Gains (Losses) Included in Income Other Comprehensive Income (Loss) Settlements, Net Change in scope of consolidation Gross Transfers Out Fair Value End of Year December 31, 2018 Liabilities: Preference shares $ — $ 639 $ (6 ) $ — $ 1,201 $ — $ 1,834 Contingent consideration for Solutions Infini acquisition 2,232 (71 ) (72 ) (1,137 ) — (470 ) 482 December 31, 2019 Liabilities: Preference shares 1,834 753 (57 ) — — — 2,530 Contingent consideration for Solutions Infini acquisition 482 (15 ) 23 (490 ) — — — There were no transfers of liabilities into or out of Level 3 in the year ended December 31, 2019. The actual EBITDA of Solutions Infini for the twelve months ended March 31, 2018 became available in July 2018 and confirmed the initial amount estimated by management and used to determine the portion of the contingent consideration for the Solutions Infini acquisition related to the 2018 EBITDA for the year ended the December 31, 2018. Net realized and unrealized gains and losses included in income related to Level 3 liabilities shown above are reported in the consolidated statements of operations as follows (in thousands): Research and development Sales and marketing General and administrative Financial expense, net Foreign currency loss Total December 31, 2018 Liabilities: Preference shares $ (249 ) $ (99 ) $ (200 ) $ (91 ) $ — $ (639 ) Contingent consideration for Solutions Infini acquisition — — — (22 ) 93 71 December 31, 2019 Liabilities: Preference shares (225 ) (89 ) (180 ) (259 ) — (753 ) Contingent consideration for Solutions Infini acquisition — — — (3 ) 18 15 |
Derivative Financial Instrument
Derivative Financial Instrument | 12 Months Ended |
Dec. 31, 2019 | |
Derivative Instruments And Hedging Activities Disclosure [Abstract] | |
Derivative Financial Instruments | 4. DERIVATIVE FINANCIAL INSTRUMENTS The gross notional amount of derivative contracts not designated as hedging instruments, outstanding as of December 31, 2019, was €6.3 million ($7.0 million) for interest rate swap, while the gross notional amount of our derivative contracts not designated as hedging instruments, outstanding as of December 31, 2018 was €7.9 million ($9.0 million) and $7.1 million for interest rate swap and foreign exchange forwards, respectively. The amount and location of the gains (losses) in the consolidated statements of operations related to derivative contracts is as follows (in thousands): Year Ended December 31, Derivatives Not Designed As Hedging Instruments Line Items 2019 2018 Interest Rate Swap Financial expense, net $ 16 $ (38 ) Foreign Exchange Forward Financial expense, net 361 155 Total $ 377 $ 117 The following table presents the fair value and the location of, derivative contracts reported in the consolidated balance sheets (in thousands): As of December 31, Derivatives Not Designed As Hedging Instruments (1) Line Items 2019 2018 Interest Rate Swap Other long-term liabilities $ (80 ) $ (97 ) Foreign Exchange Forward Other current liabilities — (18 ) Foreign Exchange Forward Other long-term liabilities — (9 ) Foreign Exchange Forward Other long-term assets — 42 Foreign Exchange Forward Other current assets — 41 Total $ (80 ) $ (41 ) (1) For the classification of inputs used to evaluate the fair value of our derivatives, refer to “Note 3”. |
Business Combination
Business Combination | 12 Months Ended |
Dec. 31, 2019 | |
Business Combinations [Abstract] | |
Business Combination | 5. BUSINESS COMBINATION Description of the Business Combination Following the approval at the special meeting of the stockholders of the Company held on November 22, 2019, and pursuant to and in accordance with the terms of the Stock Purchase Agreement, as amended, the shareholders of Kaleyra S.p.A. (the “Sellers”) on November 25, 2019 sold, transferred, assigned, conveyed and delivered to the Company all of the Kaleyra S.p.A. stock. As consideration for the Business Combination, the Company issued on November 25, 2019 (the “Business Combination Date”), in the aggregate, 10,687,106 shares of common stock to the Sellers. In addition, as consideration for the Business Combination, on November 25, 2019 the Company issued unsecured convertible promissory notes to each of Esse Effe S.p.A. (“Esse Effe”) and Maya Investments Limited (“Maya”) in the amount of $6.0 million and $1.5 million, respectively, and also issued other unsecured promissory notes to each of Esse Effe and Maya in the identical respective amounts. Immediately after giving effect to the Business Combination (including as a result of the redemptions and the automatic conversion of rights into shares of common stock), there were 19,977,113 shares of the Company’s issued and outstanding common stock. As of the date of the Business Combination, the Company’s directors and executive officers and affiliated entities beneficially owned approximately 63.36% of the Company’s outstanding shares of common stock, and the former security holders of GigCapital Inc. beneficially owned approximately 46.50% of the Company’s outstanding shares of common stock. The per share redemption price of $10.5019 for public holders of the Company’s shares of common stock electing redemption was paid out of the Company’s Trust Account, which after taking into account the redemptions, had a balance after paying for the redemptions and immediately prior to the closing of the Business Combination of approximately $40.8 million. Accounting for the Business Combination The Business Combination is accounted for as a reverse recapitalization in accordance with US GAAP. Under this method of accounting, Kaleyra, Inc. will be treated as the “acquired” company for financial reporting purposes. This determination was primarily based on Kaleyra S.p.A.’s operations comprising substantially all of the ongoing operations of the post-combination company, Kaleyra S.p.A.’s senior management comprising substantially all of the senior management of the post-combination company and the existence of a majority voting interest in the post-combination company. Accordingly, for accounting purposes, the Business Combination is treated as the equivalent of Kaleyra S.p.A. issuing stock for the net assets of Kaleyra, Inc., accompanied by a recapitalization. As a result of the accounting for the Business Combination, the number of common shares authorized and outstanding during periods prior to the Business Combination, have been retrospectively adjusted reflecting the exchange ratio established in the Business Combination. The common stock and additional paid-in capital have also been retrospectively adjusted, accordingly. Specifically, the number of common shares outstanding during periods prior to the Business Combination are computed on the basis of the number of common shares of Kaleyra S.p.A. (accounting acquiror) during those periods multiplied by the exchange ratio established in the Stock Purchase Agreement. Accordingly, weighted-average shares outstanding for purposes of the net loss per share calculation have been retrospectively adjusted as shares reflecting the exchange ratio established in the Business Combination. See Note 24 – Loss per Share Attributable to Common Stockholders for further details. The net assets of Kaleyra, Inc. are stated at historical cost, with no goodwill or other intangible assets recorded. Operations prior to the Business Combination are the historical operations of Kaleyra S.p.A. The following table summarizes the assets and liabilities of Kaleyra, Inc., stated at historical cost at the Business Combination closing date as follows (in thousands): Cash and cash equivalents $ 231 Restricted cash 21,435 Other current assets 14 Total assets 21,680 Debt for forward share purchase agreements 34,580 Notes payable to Sellers 15,000 Notes payable to Founders, current 3,578 Account payables and other current liabilities 8,896 Total liabilities 62,054 Net liabilities $ 40,374 In connection with the Business Combination, the Company incurred direct and incremental costs of approximately $7.7 million, consisting of legal and professional fees, which are included in general and administrative expenses in the consolidated statement of operations in 2019. For the business combinations related to the acquisitions of Buc Mobile and Solutions Infini, both completed in fiscal year 2018, reference is made to the Company’s consolidated financial statements for the year ended December 31, 2018. |
Goodwill and Intangible Assets,
Goodwill and Intangible Assets, Net | 12 Months Ended |
Dec. 31, 2019 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets, Net | 6. GOODWILL AND INTANGIBLE ASSETS, NET Goodwill Goodwill as of December 31, 2019 and 2018 was as follows (in thousands): Balance as of December 31, 2018 $ 17,276 Effect of exchange rate (323 ) Balance as of December 31, 2019 $ 16,953 Intangible assets, net Intangible assets consisted of the following (in thousands): As of December 31, 2019 2018 Gross Accumulated amortization Net Gross Accumulated amortization Net Amortizable Intangible Assets Developed technology $ 2,775 $ 952 $ 1,823 $ 2,810 $ 310 $ 2,500 Customer relationships 9,077 1,631 7,446 9,243 555 8,688 Patent 113 29 84 99 11 88 Total amortizable intangible assets $ 11,965 $ 2,612 $ 9,353 $ 12,152 $ 876 $ 11,276 Amortization expense was $1.8 million and $860,000 for the years ended December 31, 2019 and 2018, respectively. Total estimated future amortization expense as of December 31, 2019 is as follows (in thousands): As of December 31, 2019 2020 $ 1,689 2021 1,451 2022 1,169 2023 1,062 2024 854 2025 and thereafter 3,128 Total $ 9,353 |
Property and Equipment, Net
Property and Equipment, Net | 12 Months Ended |
Dec. 31, 2019 | |
Property Plant And Equipment [Abstract] | |
Property and Equipment, Net | 7. PROPERTY AND EQUIPMENT, NET Property and equipment consisted of the following (in thousands): As of December 31, 2019 2018 Internal-use software development costs $ 1,470 $ 1,440 Servers (1) 1,629 1,170 Office equipment 1,153 965 Leasehold improvements 616 222 Furniture and fixtures 388 189 Assets-in-progress (2) 665 108 Vehicles 23 49 Software 4 4 Other assets 91 103 Total property and equipment 6,039 4,250 Less: accumulated depreciation and amortization 2,646 1,909 Total property and equipment, net $ 3,393 $ 2,341 (1) Including equipment under capital leases with gross amount of $288,000 and accumulated (2) Assets-in progress amounting to $665,000 as of December 31, 2019 include: (i) internal-use software development costs in-progress for $546,000; and (ii) software in-progress for $119,000. Depreciation and amortization expense was $879,000 and $670,000 for the years ended December 31, 2019 and 2018, respectively. The Company capitalized $602,000 and $657,000, in internal-use software development costs in the years ended December 31, 2019 and 2018, respectively. Of the $602,000 capitalized in 2019, $60,000 relate to internal-use software in-use and $542,000 to internal-use software development in-progress, recorded within assets-in-progress. No stock-based compensation expense was capitalized. Amortization of capitalized software development costs was $355,000 and $371,000, in the years ended December 31, 2019 and 2018, respectively. The amortization expense was allocated as follows (in thousands): Year Ended December 31, 2019 2018 Cost of revenue $ 302 $ 315 Research and development 53 56 Total $ 355 $ 371 |
Other Assets
Other Assets | 12 Months Ended |
Dec. 31, 2019 | |
Other Assets [Abstract] | |
Other Assets | 8. OTHER ASSETS Other current assets consisted of the following (in thousands): As of December 31, 2019 2018 VAT receivables $ 3,136 $ 1,852 Income tax assets 270 65 Credit for tax other than income tax 358 273 Other receivables 460 354 Total other current assets $ 4,224 $ 2,544 Other long-term assets consisted of the following (in thousands): As of December 31, 2019 2018 Non-current income tax credit (advances and tax reduced at sources) $ 1,029 $ 1,092 Miscellaneous 174 163 Derivative financial assets — 42 Total other long-term assets $ 1,203 $ 1,297 |
Bank and Other Borrowings
Bank and Other Borrowings | 12 Months Ended |
Dec. 31, 2019 | |
Bank And Other Borrowings [Abstract] | |
Bank and Other Borrowings | 9. BANK AND OTHER BORROWINGS As of December 31, 2019 and 2018, the current portion of bank and other borrowings amounts to $11.2 million and $4.7 million, respectively. As of December 31, 2019, this item is comprised of $7.5 million of the current portion of long-term bank and other borrowings and of $3.7 million of credit line facilities. As of December 31, 2018, this item was comprised of $3.0 million of the current portion of long-term bank and other borrowings and of $1.6 million of credit line facilities. Refer to Note 27 for description of amendments made to certain bank borrowings subsequent to year-end. Credit line facilities As of December 31, 2019, the Company had credit line facilities granted of $5.6 million, of which $3.7 million had been used. As of December 31, 2018, the Company had credit line facilities granted of $4.6 million, of which $1.6 million had been used. The above lines of credit may be drawn upon at variable interest rates in the following range: 0.6% - 7.6%. The weighted average interest rate on the credit line facilities outstanding as of December 31, 2019, was 1.35%. Long-term bank and other borrowings Long-term bank and other borrowings consist of the following (in thousands): Interest Nominal Rate As of December 31, As of December 31, 2019 2018 Maturity Interest Contractual Rate 2019 2018 UniCredit S.p.A. (Line A Tranche (1) $ 3,609 $ 5,038 January 2023 Euribor 3 months + 3.10% 2.80 % 2.80 % UniCredit S.p.A. (Line A Tranche (2) 167 228 May 2023 Euribor 3 months + 3.10% 2.80 % 2.80 % UniCredit S.p.A. (Line B) 3,229 3,770 November 2023 Euribor 3 months + 2.90% 2.60 % 2.60 % UniCredit S.p.A. (Line C) 2,787 — February 2023 Euribor 3 months + 3.90% 3.53 % — Intesa Sanpaolo S.p.A. (Line 1) 988 1,572 October 2021 Euribor 3 months + 1.80% 1.88 % 1.51 % Intesa Sanpaolo S.p.A. (Line 2) 4,183 — October 2023 Euribor 3 months + 2.60% 2.60 % — UBI Banca S.p.A. (Line 1) 332 625 February 2021 1.25 % 1.25 % 1.25 % UBI Banca S.p.A. (Line 2) 1,499 — April 2021 Euribor 3 months +1.95% 1.55 % — Monte dei Paschi di Siena S.p.A. 521 — April 2022 0.95 % 0.95 % — Banco Popolare di Milano S.p.A. (Line 1) 1,336 — June 2023 Euribor 3 months + 2.00% 2.00 % — Banco Popolare di Milano S.p.A. (Line 2) 3,893 — September 2022 Euribor 3 months + 2.00% 2.00 % — Simest 1 280 382 December 2022 0.50 % 0.50 % 0.50 % Simest 2 279 379 December 2022 0.50 % 0.50 % 0.50 % Simest 3 512 — December 2022 0.50 % 0.50 % — Finlombarda S.p.A. 83 169 December 2020 0.50 % 0.50 % 0.50 % Total bank and other borrowings 23,698 12,163 Less: current portion 7,564 3,038 Total long-term portion $ 16,134 $ 9,125 On August 2, 2019, the Company entered into a medium-term financing agreement with UniCredit S.p.A. denominated in Euro for a total of €2.5 million ($2.8 million at the December 31, 2019 exchange rate) to be repaid in quarterly installments starting from February, 2020. The financing will bear interest at a variable rate (Euribor 3 months plus 3.9% spread). The notional amount was fully drawn on the same date. On July 25, 2019, the Company entered into a medium-term financing agreement with Intesa Sanpaolo S.p.A. denominated in Euro, for a total notional amount of €4.0 million ($4.5 million at the December 31, 2019 exchange rate) to be repaid in quarterly installments On July 23, 2019, the Company entered into a medium-term financing agreement with Banco Popolare di Milano S.p.A. denominated in Euro for a total of €4.0 million ($4.5 million at the December 31, 2019 exchange rate) to be repaid in quarterly installments. The financing has a maturity of 24 months from the date of disbursement and bears interest at a variable rate (Euribor 3 months plus 2.0% spread). The total amount was drawn in full on the same date and proceeds were used to settle the total deferred consideration for the acquisition of Solutions Infini. On April 30, 2019, the Company entered into a new long-term financing with Banco Popolare di Milano S.p.A., denominated in Euro for a total amount of €1.2 million ($1.3 million at the December 31, 2019 exchange rate), to be repaid in quarterly installments with maturity in June 2023. On April 10, 2019, the Company entered into a new medium-term financing with UBI Banca S.p.A. denominated in Euro for a total amount of €2.0 million ($2.2 million at December 31, 2019 exchange rate), to be repaid in monthly installments with maturity in April 2021. On April 10, 2019, the Company entered into a new medium-term financing with Monte dei Paschi di Siena S.p.A., denominated in Euro for a total amount of €600,000 ($673,000 at December 31, 2019 exchange rate), to be repaid in monthly installments with maturity in April 2022. On January 30, 2019, the Company entered into a new long-term financing with Simest denominated in Euro for a total of €608,000 ($682,000 at the December 31, 2019 exchange rate) to be repaid in quarterly installments with maturity in December 2022. In connection with the above-mentioned financing agreements entered into in the year ended December 31, 2019, the Company incurred $169,000 of debt issuance costs that will be amortized over the maturity of the respective financing agreements. On July 23, 2018, Kaleyra S.p.A. entered into a medium-term financing agreement with Intesa Sanpaolo S.p.A. denominated in Euro, for a total notional amount of €1.5 million ($1.7 million at the December 31, 2019 exchange rate) to be repaid in quarterly installments. The financing had an original maturity date of July 31, 2021, which was revised subsequent to year-end to October 2021 (the “Intesa Sanpaolo Facility”). This principal was drawn in full on July 18, 2018 and the proceeds were used to partially finance the acquisition of Buc Mobile. On July 27, 2017, Kaleyra S.p.A. entered into a long-term financing with UniCredit S.p.A. denominated in Euro to partially finance the various installments of the acquisition of Solutions Infini (the “UniCredit Facility”) for a total of €8.2 million ($9.6 million at the December 31, 2019 exchange rate ), divided into two facilities as follows: • a credit facility for a maximum of €4.9 million ($5.7 million • a credit facility for a maximum amount of €3.3 million ($3.9 million at the December 31, 2018 exchange rate) to be repaid in quarterly installments, with a maturity date on May 31, 2023, which was revised subsequent to year-end to November 2023 (“Line B”). This principal amount was drawn in full on May 31, 2018. On February 15, 2017, Kaleyra S.p.A. entered into a medium-term financing agreement with UBI Banca S.p.A. denominated in Euro, for a total of €1.0 million ($1.1 million at the December 31, 2018 exchange rate) to be repaid in 12 quarterly installments with maturity on February 28, 2021 (the “UBI Banca Facility”). This financing was drawn in full on February 27, 2017. As of December 31, 2019, all of the available long-term facilities were drawn in full. The above facilities include a series of statements and disclosure obligations, in line with the standard practice for these types of financings, whose breach could result in termination, early repayment or enforcement of acceleration rights. In particular, the UniCredit Facility and the Intesa Sanpaolo Facility include, among other, change of control provisions that may cause the bank to request immediate repayment of the outstanding debt under the relevant facility as a result of such a change of control event. Upon the consummation of the Business Combination, Kaleyra S.p.A. formally agreed with UniCredit S.p.A. and Intesa Sanpaolo S.p.A. that the Business Combination does not represent a change of control event with respect to the respective outstanding borrowing. In addition, the above facilities require compliance with certain financial covenants, based on the Kaleyra S.p.A.’s EBITDA, Net Financial Position and Equity. Failure to comply with those financial covenants would result in the immediate repayment of the outstanding debt under the relevant facility. As of December 31, 2019, the Company is in compliance with all the financial covenants. Interest expense on bank and other borrowings was of $565,000 for the year ended December 31, 2019 and $322,000 for the year ended December 31, 2018. As of December 31, 2019, the Company is obliged to make payments as follows (in thousands): As of December 31, 2019 2020 $ 7,564 2021 8,031 2022 5,254 2023 2,849 Total $ 23,698 |
Debt for Forward Share Purchase
Debt for Forward Share Purchase Agreements | 12 Months Ended |
Dec. 31, 2019 | |
Debt Disclosure [Abstract] | |
Debt for Forward Share Purchase Agreements | 10. DEBT FOR FORWARD SHARE PURCHASE AGREEMENTS As of December 31, 2019, the Company’s debt for forward share purchase agreements amounted to $34.1 million. Refer to Note 27 – Greenhaven On September 27, 2019, the Company and Greenhaven Road Capital Fund 1, LP, a Delaware limited partnership (“Greenhaven Fund 1”), and Greenhaven Road Capital Fund 2, LP, a Delaware limited partnership (“Greenhaven Fund 2” and together with Greenhaven Fund 1, “Greenhaven”) entered into a forward share purchase agreement (the “Greenhaven Purchase Agreement”) pursuant to which the Company agreed to purchase the shares of its common stock into which Rights of the Company held by Greenhaven and any additional Rights that Greenhaven acquired, converted into shares upon the closing of the Business Combination as amended as of December 13, 2019 at the following prices: (1) $11.00 per share for the first 196,195 shares sold to the Company; (2) $10.70 per share for the next 250,000 shares sold to the Company; and (3) $10.50 per share for the next 550,000 shares sold to the Company. The Company agreed to purchase the shares on the later of the sixtieth day after the Closing of the Business Combination or January 1, 2020 (the “Greenhaven Purchase Closing Date”). In exchange for Kaleyra, Inc.’s commitment to acquire the shares on the Greenhaven Purchase Closing Date, each of Greenhaven Fund 1 and Greenhaven Fund 2 agreed to continue to hold, and not to offer, sell, contract to sell, pledge, transfer, assign, or otherwise dispose of, directly or indirectly, or hedge (including any transactions involving any derivative securities of Kaleyra, Inc. and including any short sales involving any of Kaleyra, Inc.’s securities), the Rights (including any additional Rights) held by Greenhaven, and any shares that such Rights (including any additional Rights) converted into, until the Greenhaven Purchase Closing Date, including not to tender the Rights (or any additional Rights) to Kaleyra, Inc. in response to any tender offer that Kaleyra, Inc. may commence for the Rights. As amended on December 13, 2019, notwithstanding anything to the contrary herein, the parties agreed that Greenhaven shall after the closing of the Business Combination have the right but not the obligation to sell its shares that the Rights converted into in blocks of at least 25,000 shares (the “Minimum Block Size Condition”) in the open market if the sale price exceeds $8.50 per share, or, without meeting the Minimum Block Size Condition, Greenhaven shall have the right but not the obligation to sell any or all of its shares that the Rights converted into in the open market if the share price equals or exceeds $10.50 per share. In furtherance of the foregoing, Greenhaven shall have the right to sell such shares at any time provided that the price received by Greenhaven (not including any commissions due by Greenhaven for the sale) is at least $10.50 (or at least $8.50 if Greenhaven meets the Minimum Block Size Condition). In the event that Greenhaven sells any shares (including any Additional Shares), at a sale price of less than $10.50, and provided that Greenhaven meets the Minimum Block Size Condition, it shall provide notice to the Company within three (3) Business Days of such sale, and such notice shall include the date of the sale, the number of shares sold, and confirmation that the sale price per share was greater than $8.50, and the Company shall pay Greenhaven in accordance with Greenhaven’s written instructions an amount equal to (x) the number of shares (including any Additional Shares) sold multiplied by (y) the amount by which $10.50 exceeds the sale price per share. Furthermore, the parties agreed that nothing in the Greenhaven Purchase Agreement shall prohibit Greenhaven from entering into a contract to purchase and/or sell warrants of Kaleyra, Inc. As of December 31, 2019, the Company’s debt in connection with the Greenhaven Purchase Agreement amounted to $10.6 million. Kepos Alpha Fund On October 1, 2019, the Company and Kepos Alpha Fund L.P., a Cayman Islands limited partnership (“KAF”), entered into a forward share purchase agreement (“KAF Purchase Agreement”) pursuant to which the Company agreed to purchase the shares of common stock of the Company into which the Rights of the Company held by KAF, including any additional Rights that KAF acquired, converted into upon the closing of the Business Combination. The KAF Purchase Agreement was amended the following day to provide that the total number of additional Rights that KAF may acquire is 3,750,000 Rights. As amended December 13, 2019, the KAF Purchase Agreement provides that the Company would purchase such shares at the following price: (1) $10.70 per share for the first 102,171 shares sold to the Company; and (2) $10.50 per share for the next 93,676 shares sold to the Company. The Company agreed to purchase the shares on the earlier of the sixtieth day after the Business Combination or February 15, 2020 (the “KAF Purchase Closing Date”). In exchange for the Company’s commitment to acquire the shares on the KAF Purchase Closing Date, KAF agreed to continue to hold, and not to offer, sell, contract to sell, pledge, transfer, assign, or otherwise dispose of, directly or indirectly, or hedge (including any transactions involving any derivative securities of Kaleyra, Inc. and including any short sales involving any of the Company’s securities), the Rights (including any additional Rights) held by KAF, and any shares that such Rights (including any additional Rights) converted into, until the KAF Purchase Closing Date, including not to tender the Rights (or any additional Rights) to the Company in response to any Tender Offer that the Company may commence for the Rights. As amended on December 13, 2019, notwithstanding anything to the contrary herein, the parties agreed that KAF shall after the closing of the Business Combination have the right but not the obligation to sell its shares that the Rights converted into in blocks of at least the Minimum Block Size Condition in the open market if the sale price exceeds $8.50 per share, or, without meeting the Minimum Block Size Condition, KAF shall have the right but not the obligation to sell any or all of its shares that the Rights converted into in the open market if the share price equals or exceeds $10.50 per share. In furtherance of the foregoing, KAF shall have the right to sell such hares at any time provided that the price received by KAF (not including any commissions due by KAF for the sale) is at least $10.50 (or at least $8.50 if KAF meets the Minimum Block Size Condition). In the event that KAF sells any shares (including any Additional Shares), at a sale price of less than $10.50, and provided that KAF meets the Minimum Block Size Condition, it shall provide notice to the Company within three (3) Business Days of such sale, and such notice shall include the date of the sale, the number of shares sold, and confirmation that the sale price per share was greater than $8.50, and the Company shall pay KAF in accordance with KAF’s written instructions an amount equal to (x) the number of shares (including any Additional Shares) sold multiplied by (y) the amount by which $10.50 exceeds the sale price per share. Furthermore, the parties agreed that nothing in the KAF Purchase Agreement shall prohibit KAF from entering into a contract to purchase and/or sell warrants of the Company. As of December 31, 2019, the Company’s debt in connection with the KAF Purchase Agreement amounted to $2.1 million. Yakira Capital Management On November 19, 2019, the Company and Yakira Capital Management, Inc. (“Yakira”) entered into a forward share purchase agreement (the “Yakira Purchase Agreement”) pursuant to which (i) Yakira may elect to sell and transfer to the Company, and the Company will purchase shares of common stock of the Company held by Yakira at the Business Combination Date (the “Yakira Shares”), and (ii) the Company will purchase the shares of common stock of the Company into which the Rights held by Yakira (the “Yakira Rights Shares”) were converted upon the Business Combination Date. At the Business Combination Date, Yakira held 439,299 rights and 1,083,750 Yakira Shares. The Company agreed that it will purchase the Yakira Rights Shares from Yakira at $1.05 per Right (which reflects $10.50 per Yakira Rights Share) (the “Yakira Rights Share Purchase Price”) as soon as practicable on or after the later of the sixtieth day after the Business Combination Date or January 1, 2020 (the “Yakira Rights Shares Closing Date”). In exchange for the Company’s agreement to purchase the Yakira Rights Shares, Yakira agreed to continue to hold, and not offer, sell, contract to sell, pledge, transfer, assign, or otherwise dispose of, directly or indirectly, or hedge the Rights (including any transactions involving any derivative securities of Yakira and any Short Sales involving any of the Company’s securities), and any Yakira Rights Shares that the rights converted into, until the Yakira Rights Shares Closing Date, including not to tender the Rights to the Company in response to any Tender Offer that the Company may commence for the Rights. Yakira has the right to terminate the agreement for the Company to purchase the Yakira Rights Shares, without penalty, commencing on the thirtieth day after the Business Combination Date and ending on the day prior to the Yakira Rights Shares Closing Date, by giving written notice to the Company, in which case it will not be restricted after such time with respect to its ability to dispose of the Yakira Rights Shares (subject to the restrictions against transactions involving any derivative securities of the Company and any Short Sales involving any of the Company’s securities). Except as described below, Yakira also agreed to continue to hold, and not offer, sell, contract to sell, pledge, transfer, assign, or otherwise dispose of, directly or indirectly, or hedge (including any transactions involving any derivative securities of the Company and any short sales involving any of the Company’s securities) the Yakira Shares prior to the six month anniversary of the Business Combination Date. Yakira further agreed to not redeem any of the Yakira Shares in conjunction with the Company’s stockholders’ approval of the Business Combination. Notwithstanding anything to the contrary herein, commencing on the day after the Business Combination Date, Yakira may sell the Yakira Shares in the open market as long as the sales price is above $10.50 per Yakira Share. If Yakira still owns Yakira Shares as of the four-month anniversary of the Business Combination Date, Yakira may sell such Yakira Shares between the four-month anniversary and six month anniversary of Business Combination Date to the Company for a per share price (the “Yakira Shares Purchase Price”) equal to (a) $10.5019, plus (b) $0.03 per share for each month (prorated for a partial month) following the Business Combination Date that Yakira has held the Yakira Shares. The closing of the sale of the Yakira Shares to the Company shall occur on the business day following the Company’s receipt of the Yakira Shares exercise notice (the “Yakira Shares Closing Date”). On the Yakira Shares Closing Date, Yakira shall deliver the Yakira Shares to the Company against receipt of the aggregate Yakira Shares Purchase Price, which shall be paid by wire transfer of immediately available funds from the escrow account described below. Yakira may instruct the Escrow Agent to release to Yakira an amount equal to the Shares Purchase Price multiplied by the number of Yakira Shares delivered to the Company from the escrow account on Yakira the Shares Closing Date for Yakira’s use without restriction. Following the Business Combination Date, the Company deposited into an escrow account with the Escrow Agent, subject to an escrow agreement, with a nationally chartered bank the amount of $11,576,509 related to Yakira. The Company’s purchase of the Yakira Shares will be made with funds from the escrow account attributed to the Yakira Shares. In the event that Yakira sells any Yakira Shares as provided for above, it shall provide notice to the Company within three business days of such sale, and the Company may promptly release from the escrow account for its use without restriction an amount equal to the pro rata portion of the escrow account attributed to the Yakira Shares which Yakira has sold. In the event that Yakira chooses not to sell to the Company any Yakira Shares that it owns as of the six-month anniversary of the Business Combination Closing Date, the Company may promptly release all remaining funds from the escrow account for its use without restriction. In the event that the Yakira Shares Purchase Price paid on the Yakira Shares Closing Date is less than $10.6819 per Yakira Share, following payment of the Yakira Shares Purchase Price to Yakira, the Company and Yakira shall deliver joint written instructions to the Escrow Agent to release to Kaleyra from the remaining funds in the escrow account an amount equal to the difference between the Yakira Shares Purchase Price and $10.6819 per share multiplied by the number of Yakira Shares delivered by Yakira, and the Escrow Agent shall promptly disburse such amount to the Company in accordance with the payment instructions. On February 7, 2020, the agreement with Yakira was amended (see Note 27 – Nothing in the Yakira Purchase Agreement prohibits or restricts Yakira with respect to the purchase or sale of the Company’s warrants. As of December 31, 2019, the Company’s debt in connection with the Yakira Purchase Agreement amounted to $12.0 million. Glazer Capital, LLC On November 19, 2019, the Company and Glazer Capital, LLC (“Glazer”) entered into a forward share purchase agreement (the “Glazer Purchase Agreement”) pursuant to which Glazer may elect to sell and transfer to the Company, and the Company will purchase the shares of the common stock of the company held by Glazer (the “Glazer Shares”) at a price of $10.6819 per share (the “Glazer Shares Purchase Price”). Glazer shall notify the Company in writing five business days prior to the six month anniversary of the Business Combination Date if it is not exercising its right to sell the Glazer Shares to the Company; otherwise, absent written notification to the contrary, Glazer shall be deemed to have exercised its right to sell all of its Glazer Shares to the Company. The Company will purchase the Glazer Shares from Glazer on the six-month anniversary of the closing of the Business Combination (the “Glazer Shares Closing Date”). As of the Business Combination Date, Glazer held 922,933 shares of common stock. In exchange for the Company’s commitment to purchase the Glazer Shares on the Glazer Shares Closing Date, Glazer agreed to continue to hold, and not offer, sell, contract to sell, pledge, transfer, assign, or otherwise dispose of, directly or indirectly, or hedge (including any transactions involving any derivative securities of the Company and any Short Sales involving any of the Company’s securities) the Glazer Shares prior to the six month anniversary of the Business Combination Date. Glazer further agreed that it will not redeem any of the Glazer Shares in conjunction with the Company’s stockholders’ approval of the Business Combination. As amended on December 13, 2019, notwithstanding anything to the contrary herein, the parties agreed that Glazer shall, commencing on the day after the Business Combination Closing Date, have the right but not the obligation to sell its shares (including any Additional Shares) in blocks of at least the Minimum Block Size Condition in the open market if the sale price exceeds $8.50 per share prior to payment of any commissions due by Glazer for the sale, or, without meeting the Minimum Block Size Condition, Glazer shall have the right but not the obligation to sell any or all of its shares (including any Additional Shares) in the open market if the sale price exceeds $10.50 per share prior to payment of any commissions due by Glazer for such sale. Glazer shall give written notice to the Company of any sale of shares (including any Additional Shares) within three (3) Business Days following the date of such sale, and such notice shall include the date of the sale, the number of shares sold, and confirmation that the sale price per share was greater than $10.50 per share (or greater than $8.50 per share provided that Glazer meets the Minimum Block Size Condition) prior to the payment of any commissions due by Glazer for the sale. Simultaneously with the closing of the Business Combination, the Company deposited $9,858,678 which is the aggregate amount necessary to purchase the Glazer Shares, into an escrow account with Continental Stock Transfer and Trust Company (the “Escrow Agent”), subject to the terms of an escrow agreement. The Company’s purchase of the Glazer Shares will be made with funds from the escrow account attributed to the Glazer Shares. In the event that Glazer sells any Glazer Shares as provided for above, it shall provide notice to the Company within three business days of such sale, and Glazer shall instruct the Escrow Agent to release from the escrow account for the Company’s use without restriction an amount equal to the pro rata portion of the escrow attributed to the Glazer Shares which Glazer has sold. In the event that Glazer chooses not to sell to the Company any Glazer Shares that it owns as of the six-month anniversary of the Business Combination Date, Glazer shall instruct the Escrow Agent to release all remaining funds from the escrow account for the Company’s use without restriction. Notwithstanding the Company’s commitment to deposit funds into the escrow account for the purchase of the Glazer Shares, Kaleyra, Inc. shall use its best efforts to enter into a letter of credit agreement for the issuance of a standby letter of credit for the benefit of Glazer with a bank acceptable to Glazer (the “Issuing Bank”) as soon as possible to replace the escrow account. When the letter of credit agreement is entered into, Glazer will instruct the Escrow Agent to deposit the funds held in the escrow account into the collateral account with the Issuing Bank. Concurrently with the execution of the letter of credit agreement, the Issuing Bank shall issue the letter of credit for the benefit of Glazer in the amount of the escrow account. Glazer shall drawdown from the letter of credit to satisfy the payment due to Glazer by the Company for the purchase of the Glazer Shares. In the event that Glazer sells any Glazer Shares pursuant to the sales price restriction set forth above, it shall provide notice to the Company and the Issuing Bank within three business days of such sale, and the Issuing Bank shall release from the collateral account an amount equal to the number of Glazer Shares sold multiplied by $10.6819 to the Company for the Company’s use without restriction, with a corresponding reduction in the amount of the letter of credit. In the event that Glazer elects not to sell to the Company any Glazer Shares, the Issuing Bank shall release all funds in the collateral account to the Company for the Company’s use without restriction and terminate the letter of credit. On January 7, 2020 the Company entered into a Letter of Credit and Reimbursement agreement with EagleBank for the benefit of Glazer and $9.3 million of funds were transferred from the escrow account to a collateral account with EagleBank as collateral for the Letter of Credit and Reimbursement agreement. Nothing in the Glazer Purchase Agreement prohibits or restricts Glazer with respect to the purchase or sale of the Company’s warrants. From November 26, 2019 to December 31, 3019 Glazer sold 53,040 shares on the open market. As of December 31, 2019, the Company’s debt in connection with the Glazer Purchase Agreement amounted to $9.3 million. Nomura Global Financial Products On October 31, 2019, the Company entered into an agreement (the “Confirmation”) with Nomura Global Financial Products, Inc. (“NGFP”) for an OTC Equity Prepaid Forward Transaction (the “Forward Transaction”). Pursuant to the terms of the Confirmation, NGFP agreed to waive any redemption right that would require the redemption of shares that it holds at the Business Combination Date in exchange for a pro rata amount of the funds held in the Trust Account provided that the Business Combination date occurred prior to December 12, 2019. Rather, NGFP, at its sole discretion, may either sell such shares in one or more transactions, publicly or privately, at a market price of at least $10.50 per share, or hold such shares for a period of time following the consummation of the Business Combination, at which time the Company will be required to purchase from NGFP, and NGFP will be required to sell to the Company, any such shares not otherwise previously sold by NGFP. The Confirmation provides that the Forward Transaction with NGFP is for up to 2,000,000 shares of common stock. The actual number of shares held by NGFP at the Business Combination Date was 1,623,000 shares of common stock (the “Subject Shares”). The Confirmation provided that following the closing of the Business Combination, the Company transferred from the Trust Account an amount equal to (a) the aggregate number of the Subject Shares held by NGFP, multiplied by (b) the per share redemption price for shares of common stock out of the Trust Account (the “Forward Price”) (such actual aggregate cash amount, the “Prepayment Amount”), as a partial prepayment to NGFP of the amount to be paid to NGFP in settlement of the Forward Transaction upon the Valuation Date (as defined below) for the number of shares owned by NGFP at the closing of the Business Combination. The amount of the Prepayment Amount transferred to NGFP on November 25, 2019 was $17,044,584. After the Business Combination Date, NGFP may sell the Subject Shares at its sole discretion in one or more transactions, publicly or privately, at any time prior to the Original Valuation Date or Extended Valuation Date (each as defined below, and each a “Valuation Date”) at a price per Subject Share not less than the Forward Price. Any Subject Shares sold by NGFP during the term of the Transaction will cease to be Subject Shares. NGFP will give written notice to the Company of any sale of Subject Shares by NGFP within two business days of the date of such sale, such notice to include the date of the sale, the number of Subject Shares sold, and confirmation that the sale price per Subject Share was not less than the Forward Price. After the Business Combination Date, NGFP may also buy and sell additional shares for its own account or on behalf of third parties, and the pricing limitation set forth in the prior paragraph will not apply to any shares purchased after the closing of the Business Combination. On each quarterly anniversary of the Business Combination Date (any such date, a “Cash Settlement Date”), NGFP will terminate the transaction in whole or in part by reducing the number of Subject Shares for the Forward Transaction (the reduction being “Terminated Shares”). The number of Terminated Shares with respect to any Cash Settlement Date will equal the number of Subject Shares sold by NGFP since the prior Cash Settlement Date (or with respect to the first Cash Settlement Date, the closing of the Business Combination). NGFP will notify the Company of the expected number of Terminated Shares not less than ten days prior to the applicable Cash Settlement Date. On each Cash Settlement Date, NGFP will pay the Company an amount equal to the product of (A) the number of Terminated Shares and (B) the Forward Price. With effect from the Cash Settlement Date, the remaining number of Subject Shares for the Forward Transaction will be reduced by the Terminated Shares. The “Original Valuation Date” for the Forward Transaction will be the first anniversary of the closing of the Business Combination, provided that NGFP and the Company may, not later than ten days prior to the Original Valuation Date, agree, each in their sole discretion, to extend the Valuation Date to the second anniversary of the Business Combination (the “Extended Valuation Date”). At the Original Valuation Date or Extended Valuation Date, the Forward Transaction will be settled by NGFP delivering the remaining Subject Shares to the Company, and the Company paying NGFP an amount equal to the product of (x) the Forward Price, (y) the applicable Accrual Percentage (as defined below), and (z) the number of remaining Subject Shares. The “Accrual Percentage” is the product of (a) with respect to any settlement occurring on or before the Original Valuation Date, 2.75% per annum, and with respect to any settlement occurring after the Original Valuation Date, 3.50% per annum, and (b) the number of actual days divided by the number of days in a year beginning on the date of the Business Combination and ending on the applicable day of the settlement. For the year ended December 31, 2019, financial expense amounted to $46,000. |
Notes Payable
Notes Payable | 12 Months Ended |
Dec. 31, 2019 | |
Debt Disclosure [Abstract] | |
Notes Payable | 11. NOTES PAYABLE Notes payable to the Sellers As mentioned above, as consideration for the Business Combination, on November 25, 2019 the Company issued unsecured convertible promissory notes to each of Esse Effe and Maya in the amount of $6.0 million and $1.5 million, respectively, (the “Convertible Notes”) and also issued other unsecured promissory notes to each of Esse Effe and Maya in the identical respective amounts (the “Non-convertible Notes”). Convertible Notes As of December 31, 2019, debts for Convertible Notes amounted to $7.5 million, of which $21,500 was accrued interest. Interest on the Convertible Notes will accrue at a fixed interest rate equal to the one-year US dollar LIBOR interest rate published in The Wall Street Journal on the Business Combination Date, plus a margin of one percent (1%) per annum. Interest will be due and payable annually on each of (1) the date which is the twelve-month anniversary of the Business Combination Date and (2) on the date which is the twenty-four-month anniversary of the Business Combination Date. All interest shall be computed on the basis of a 365-day year and the actual number of days elapsed. F ifty percent (50%) of the outstanding principal balance of these Notes will be due and payable on the fifteen-month anniversary of the Business Combination Date. The remaining outstanding principal balance of these Convertible Notes plus all accrued and unpaid interest and fees due under these Notes will be due and payable in full on the twenty-four-month anniversary of the Business Combination Date. In the event that the Company receives, at any time while principal on these Convertible Notes remains outstanding, cash proceeds of an equity financing (the “Financing”) in an amount not less than $50.0 million (the “Notes Financing Proceeds”), fifty percent (50%) of the outstanding principal balance of these Notes will be due and payable no later than ten business days after the Company receives such Notes Financing Proceeds. In the event of a Financing where at any time the Company receives cash proceeds of such Financing in an amount not less than $75.0 million (the “Payoff Financing Proceeds”), one hundred percent of the remaining outstanding principal balance of these Convertible Notes, plus all accrued and unpaid interest and fees due under the Notes will be due and payable no later than ten business days after the Company receives such Payoff Financing Proceeds. The date which is the earlier of (a) the twenty-four-month anniversary of the Business Combination Date, or (b) the date payment is received from Payoff Financing Proceeds, is the “Maturity Date”. In the event that these Convertible Notes are not paid in full on or before the applicable Maturity Date, then at any time after the sixtieth business day after the Maturity Date, assuming payment in full has not been made prior to such date, the outstanding principal amount of these Notes, together with all accrued but unpaid interest on these Convertible Notes, may be converted into shares of Company common stock, in part or in whole, at the option of the holder of these Convertible Notes by providing written notice at least three business days prior to the date of conversion. A conversion of any portion of these Convertible Note into shares of Company common stock will be effected at a conversion price equal to the Current Market Price as of the date of such conversion (the “Conversion Price”). The term “Current Market Price” means, generally, the average VWAP for the twenty consecutive trading days ending on the date that is five trading days prior to the date of conversion. The term “VWAP” means, for any trading day, the volume weighted average trading price of the Company common stock for such trading day on the NYSE (or if the Company common stock is no longer traded on the NYSE, on such other exchange as the Company common stock are then traded). Non-convertible Notes As of December 31, 2019, debts for Non-convertible Notes amounted to $7.5 million, of which $21,500 was accrued interest. Interest on the Non-convertible Notes shall accrue at a fixed interest rate equal to LIBOR plus a margin of one percent (1%) per annum, which interest rate as of the date hereof is one and ninety-one hundredths percent (1.91%). As used herein, “LIBOR” means the one-year US Dollar LIBOR interest rate published in The Wall Street Journal on the Business Combination Date. All interest shall be computed on the basis of a 365-day year and the actual number of days elapsed. The outstanding principal balance of the Non-convertible Notes, plus all accrued and unpaid interest and fees due under these notes, shall be due and payable, upon the receipt by the Company, whether in a debt or equity financing event by the Company (which may include the receipt of cash from third parties with which the Company has entered into forward share purchase agreements), of cash proceeds in an amount not less than $11.5 million (the “Financing Proceeds”), no later than ten (10) business days after the Company receives the Financing Proceeds. Notes payable - Other Prior to the closing of the Business Combination, the Company had issued to several of its stockholders or their affiliates various promissory notes that were due to be paid in full upon the closing of the Business Combination (such notes referred to collectively as either the “Extension Notes” or the “Working Capital Notes”). In conjunction with the completion of the Business Combination, the Company and each of GigAcquisitions, LLC (the “Sponsor”) and an affiliate of the Sponsor, GigFounders, LLC, agreed to amend and restate the Extension Notes and Working Capital Notes held by them to provide that in lieu of repaying such promissory notes in full upon the closing of the Business Combination, the outstanding principal balance of such amended and restated notes (the “Amended Extension Notes” and the “Amended Working Capital Notes”), plus all accrued and unpaid interest (as described below) and fees due under the Amended Extension Notes and Amended Working Capital Notes, shall, upon the receipt by the Company, whether in a debt or equity financing event by the Company (which may include the receipt of cash from third parties with which the Company has subsequent to year end entered into forward share purchase agreements), of cash proceeds in an amount not less than $11.5 million (the “Financing Proceeds”), be due and payable no later than ten business days after the Company receives the Financing Proceeds. Interest on the Amended Extension Notes and Amended Working Capital Notes will accrue at a fixed interest rate equal to the one-year U.S. dollar LIBOR interest rate published in The Wall Street Journal on the closing of the Business Combination, which is one and ninety-one hundredths percent (1.91%), plus a margin of one percent (1%) per annum. All interest shall be computed on the basis of a 365-day year and the actual number of days elapsed. None of the Amended Extension Notes or Amended Working Capital Notes will be convertible into securities of the Company. |
Employee Benefit
Employee Benefit | 12 Months Ended |
Dec. 31, 2019 | |
Compensation And Retirement Disclosure [Abstract] | |
Employee Benefit | 12. EMPLOYEE BENEFIT OBLIGATION The Company sponsors two defined benefit plans covering the majority of Italian employees and all of Solutions Infini’s employees. Total costs of the defined benefit plans for the years ended December 31, 2019 and 2018 was $287,000 and $185,000, respectively. Changes in obligations of the defined benefit plans is as follows (in thousands): As of December 31, 2019 2018 Benefit obligation at the beginning of the period $ 1,173 $ 947 Change in scope of consolidation — 155 Service cost 165 152 Interest cost 33 22 Actuarial loss 89 11 Benefit paid (13 ) (67 ) Foreign exchange translation reserve (23 ) (47 ) Benefit obligation at the end of the period $ 1,424 $ 1,173 Of which: Current (1) $ 26 $ 26 Long-term $ 1,398 $ 1,147 (1) Included within “Payroll and payroll related accrued liabilities” in the accompanying consolidated balance sheets. There are no plan assets servicing the defined benefits plans. The assumptions used to determine benefit obligations at year-end are as follows: As of December 31, 2019 2018 Discount rate for Kaleyra S.p.A. (1) 0.78% 1.74% Discount rate for Solutions Infini (2) 7.25% 7.75% Rate of compensation increase for Kaleyra S.p.A. 0.50% - 3.00% 0.50% - 3.00% Rate of compensation increase for Solutions Infini 15.00% 15.00% (1) The discount rate for Kaleyra S.p.A. is based on the Euro area composite yields AA with a duration equal to the estimated term of the obligations, examined as of December 31, 2019. (2) The discount rate for Solutions Infini is based on the prevailing market yields of Indian government securities at the balance sheet date for the estimated term of the obligations. The Company has also a 401(k) defined contribution plan covering substantially all U.S. domestic employees. The participation in this plan is voluntary. The Company matches plan participants’ contributions up to various limits. Participants’ contributions are limited based on their compensation and, for certain supplemental contributions which are not eligible for Company matching, based on their age. Expense for the 401 (k) plan was $54,000 and zero for the years ended December 31, 2019 and 2018, respectively. |
Accumulated Other Comprehensive
Accumulated Other Comprehensive Income (Loss) | 12 Months Ended |
Dec. 31, 2019 | |
Equity [Abstract] | |
Accumulated Other Comprehensive Income (Loss) | 13. ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS) The accumulated balances related to each component of other comprehensive income (loss) are as follows (in thousands): Cumulative Foreign Currency Translation Adjustment Cumulative net unrealized gain (loss) on marketable securities, net of tax Cumulative other comprehensive income related to joint venture Accumulated Other Comprehensive Income (Loss) As of December 31, 2017 $ 228 $ — $ (156 ) $ 72 Other comprehensive income (loss) before reclassifications (175 ) (22 ) — (197 ) Net amount reclassified from accumulated other comprehensive income (loss) — — 156 156 Net other comprehensive income (loss) (175 ) (22 ) 156 (41 ) As of December 31, 2018 53 (22 ) — 31 Other comprehensive income (loss) before reclassifications 25 38 — 63 Net amount reclassified from accumulated other comprehensive income (loss) — (20 ) — (20 ) Net other comprehensive income (loss) 25 18 — 43 As of December 31, 2019 $ 78 $ (4 ) $ — $ 74 |
Preference Shares Liabilities
Preference Shares Liabilities | 12 Months Ended |
Dec. 31, 2019 | |
Preference Shares Liabilities [Abstract] | |
Preference Shares Liabilities | 14. PREFERENCE SHARES LIABILITIES As mentioned above, preference shares liabilities amounting to $2.5 million and $1.8 million as of December 31, 2019 and 2018, respectively, represent the Company’s obligation to purchase in 2020 the preference shares from certain employees of Solutions Infini as a part of the Solutions Infini 2018 Purchase Agreement. The purchase will be made at a predetermined price based on the EBITDA of Solutions Infini for its year ending March 31, 2020 as stated in the purchase agreement and any amendments thereto. On May 6, 2019, the Company signed a modification of the Solutions Infini Purchase Agreement to reduce the price of the preference shares to be purchased from the eligible employees of Solutions Infini in 2020 for India Rupee 70.0 million ($987,000 at the December 31, 2019 exchange rate). On March 9, 2020, the Company signed an additional modification of the Solutions Infini Purchase Agreement to reduce the price of the preference shares to be purchased from the eligible employees of Solutions Infini in July 2020 to their face value, amounting to Indian Rupee 10.0 per share. As a result of this modification, effective on January 30, 2020, the total preference shares obligation was reduced to Indian Rupee 140,000 ($2,000 at the January 31, 2020 exchange rate). See Note 27 Subsequent Events |
Other Current and Long-Term Lia
Other Current and Long-Term Liabilities | 12 Months Ended |
Dec. 31, 2019 | |
Other Liabilities Disclosure [Abstract] | |
Other Current and Long-Term Liabilities | 15. OTHER CURRENT AND LONG-TERM LIABILITIES Other current liabilities consisted of the following (in thousands): As of December 31, 2019 2018 Liabilities for tax other than income tax $ 583 $ 589 Social securities liabilities 256 180 Income tax liabilities — 43 Derivative contract liabilities — 18 Other liabilities 390 179 Total other current liabilities $ 1,229 $ 1,009 Long-term liabilities consisted of the following (in thousands): As of December 31, 2019 2018 Long-term trade payable (see Note 27) $ 2,700 $ — Derivative contract liabilities 80 106 Other long-term liabilities 375 185 Total other long-term liabilities $ 3,155 $ 291 |
Supplemental Balance Sheet Info
Supplemental Balance Sheet Information | 12 Months Ended |
Dec. 31, 2019 | |
Balance Sheet Related Disclosures [Abstract] | |
Supplemental Balance Sheet Information | 16. SUPPLEMENTAL BALANCE SHEET INFORMATION Allowance for doubtful accounts: A roll-forward of the Company’s allowance for doubtful accounts for the years ended December 31, 2019 and 2018 is as follows (in thousands): Year Ended December 31, 2019 2018 Balance, beginning of the period $ 157 $ 60 Accruals 800 108 Utilization of provision (84 ) — Effect of foreign exchange rate — (11 ) Balance, end of the period $ 873 $ 157 |
Geographic Information
Geographic Information | 12 Months Ended |
Dec. 31, 2019 | |
Segment Reporting [Abstract] | |
Geographic Information | 17. GEOGRAPHIC INFORMATION Revenue by geographic area is determined on the basis of the location of the customer. The Company generates its revenue primarily in Italy and India. The following table sets forth revenue by geographic area for the years ended December 31, 2019 and 2018 (in thousands): Year Ended December 31, 2019 2018 Italy $ 60,165 $ 53,988 India 35,162 15,236 Europe (excluding Italy) 15,686 4,943 United States 9,418 2,247 Rest of the world 9,127 1,431 Total $ 129,558 $ 77,845 Year Ended December 31, 2019 2018 Italy 46.4 % 69.4 % India 27.1 % 19.6 % Europe (excluding Italy) 12.1 % 6.3 % United States 7.3 % 2.9 % Rest of the world 7.1 % 1.8 % As of December 31, 2019, the majority of the Company’s long-lived assets are located in Italy. The following table sets long-lived assets by geographic area as of December 31, 2019 and 2018 (in thousands): As of December 31, 2019 2018 Italy $ 1,772 $ 1,136 India 1,162 1,042 United States 437 126 Rest of the world 22 37 Total $ 3,393 $ 2,341 As of December 31, 2019 2018 Italy 52.2 % 48.5 % India 34.2 % 44.5 % United States 12.9 % 5.4 % Rest of the world 0.7 % 1.6 % |
Personnel Costs
Personnel Costs | 12 Months Ended |
Dec. 31, 2019 | |
Compensation Related Costs [Abstract] | |
Personnel Costs | 18. PERSONNEL COSTS Personnel costs amounting to $12.6 million for the year ended December 31, 2019 (of which $996,000 related to RSUs compensation expense) and $15.2 million for the year ended December 31, 2018 (of which $7.4 million related to stock-based compensation expense), were allocated as follows (in thousands): Year Ended December 31, 2019 2018 Research and development $ 4,158 $ 2,753 Sales and marketing 2,855 4,604 General and administrative 5,635 7,797 Total Personnel Costs $ 12,648 $ 15,154 Approximately 30% of the Company employees are subject to a collective Italian national labor agreement expiring on December 31, 2023. |
Financial Expense, Net
Financial Expense, Net | 12 Months Ended |
Dec. 31, 2019 | |
Financial Expenses Net [Abstract] | |
Financial Expense, Net | 19. FINANCIAL EXPENSE, NET Financial expense, net for the years ended December 31, 2019 and 2018, consisted of the following (in thousands): Year Ended December 31, 2019 2018 Financial Income: Interest income $ 160 $ 31 Gain on derivatives 414 134 Dividends on marketable securities 97 4 Total Financial Income 671 169 Financial Expense: Interest expense (1,073 ) (585 ) Loss on derivatives (37 ) — Total Financial Expense (1,110 ) (585 ) Financial expense, net $ (439 ) $ (416 ) |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2019 | |
Commitments And Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 20. COMMITMENTS AND CONTINGENCIES Lease Commitments The Company entered into various operating lease agreements that expire over various years in the next 7 years. The Company’s Milan office lease contains an option to renew the lease for 6 years under terms and conditions set forth in the lease agreement. Certain of the Company’s leases contain provisions for rental adjustments. Operating lease rentals are expensed on a straight-line basis over the life of the lease beginning on the date the Company takes possession of the property. Future minimum lease payments under operating leases as of December 31, 2019 are as follows (in thousands): As of December 31, 2019 2020 $ 636 2021 519 2022 506 2023 393 2024 314 2025 and thereafter 424 Total Minimum Lease Payments $ 2,792 Contingencies As of December 31, 2019, the Company had contingent liabilities of $132,000, relating to a tax appeal of Solutions Infini for which no provision was recognized as its occurrence was deemed remote. |
Stockholders' Equity (Deficit)
Stockholders' Equity (Deficit) | 12 Months Ended |
Dec. 31, 2019 | |
Stockholders Equity Note [Abstract] | |
Stockholders' Equity (Deficit) | 21. STOCKHOLDERS’ EQUITY (DEFICIT) Common stock The authorized common stock of the Company includes up to 100,000,000 shares. Holders of the Company’s common stock are entitled to one vote for each share of common stock. As of December 31, 2019, there were 19,977,113 shares of common stock issued and outstanding with a par value $0.0001 per share. On November 25, 2019, the Company issued in the aggregate 10,687,106 shares of common stock to the Sellers as consideration for the Business Combination. Immediately after giving effect to the Business Combination (including as a result of redemptions, and the automatic conversion of rights into 1,321,756 shares of common stock), there were 19,977,113 shares of the Company’s issued and outstanding common stock. Preferred Stock The Company is authorized to issue 1,000,000 shares of preferred stock with such designations, voting and other rights and preferences as may be determined from time to time by the Board of Directors. As of December 31, 2019, there were no shares of preferred stock issued and outstanding. Warrants Warrants will only be exercisable for whole shares at $11.50 per share. As a result, at least four Units must be purchased in order for each holder to receive shares of common stock for all of the Warrants acquired upon their exercise. Under the terms of the Warrant agreement dated December 12, 2017, the Company has agreed to use its best efforts to file a new registration statement under the Securities Act, following the completion of the Business Combination, for the registration of the shares of common stock issuable upon exercise of the Warrants included in the Units. No fractional shares will be issued upon exercise of the Warrants. If, upon exercise of the Warrants, a holder would be entitled to receive a fractional interest in a share, the Company will, upon exercise, round down to the nearest whole number for the number of shares of common stock to be issued to the Warrant holder. Each Warrant became exercisable 30 days after the completion of the Business Combination and will expire five years after the completion of the Business Combination or earlier upon redemption or liquidation. If the Company is unable to deliver registered shares of common stock to the holder upon exercise of the Warrants during the exercise period, there will be no net cash settlement of these Warrants and the Warrants will expire worthless, unless they may be exercised on a cashless basis in the circumstances described in the Warrant agreement. Once the Warrants become exercisable, the Company may redeem the outstanding Warrants in whole and not in part at a price of $0.01 per Warrant upon a minimum of 30 days’ prior written notice of redemption, only in the event that the last sale price of the Company’s shares of common stock equals or exceeds $18.00 per share for any 20 trading days within the 30-trading day period ending on the third trading day before the Company sends the notice of redemption to the Warrant holders. As of December 31, 2019, there were 11,154,938 warrants outstanding. |
Restricted Stock Units
Restricted Stock Units | 12 Months Ended |
Dec. 31, 2019 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Restricted Stock Units | 22. RESTRICTED STOCK UNITS In December 2019, RSUs were granted to certain employees, directors and advisory board members of the Company for a total of 3,336,095 RSUs shares with an aggregate grant date fair value of $27.5 million, based on a per share grant date fair value of $8.25. In particular: • The Board of Directors adopted a form of Restricted Stock Unit award Agreement and granted to certain employees of the Company or its subsidiaries (i) 931,243 RSUs that vest in one year from the grant date, (ii) 124,723 RSUs that vest upon the final determination, if any, that the Business Combination’s definition of 2019 targeted adjusted EBITDA is achieved, and (iii) 124,718 RSUs that vest upon the final determination, if any, that the Business Combination’s definition of 2020 targeted adjusted EBITDA is achieved. • The Board of Directors of the Company granted to certain employees, directors and advisory board members of the Company a total of 2,020,411 RSUs. These RSUs have no performance conditions and vest as follows: (i) 25% of the shares vest on February 1, 2021 and (ii) the remaining 75% vests in equal quarterly installments over a three-year period starting from February 1, 2021. • The Board of Directors of the Company and certain advisory board members were granted a total of 135,000 RSUs. These RSUs have no performance conditions and vest 40% on February 1, 2020 with the remaining RSUs vesting ratably over the subsequent three quarters. The following table sets forth the movements in the number of outstanding RSUs for the year ended December 31, 2019: Number of shares Weighted-average grant date fair value (per share) Non-vested as of December 31, 2018 — $ — Granted 3,336,095 8.25 Non-vested as of December 31, 2019 3,336,095 $ 8.25 RSUs compensation expense for the year ended December 31, 2019 was $996,000, which was recorded as follows (in thousands): Year Ended December 31, 2019 Research and development $ 299 Sales and marketing 115 General and administrative 582 Total $ 996 As of December 31, 2019, there was $26.5 million of unrecognized compensation cost related to non-vested RSUs |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 23. INCOME TAXES The Company provides for income taxes using an asset and liability approach under which deferred income taxes are provided for based upon enacted tax laws and rates applicable to periods in which the taxes become payable. The following table presents domestic and foreign components income (loss) before income tax expense for the years ended December 31, 2019 and 2018 (in thousands): Year Ended December 31, 2019 2018 Domestic $ (7,857 ) $ (635 ) Foreign 4,618 (5,041 ) Loss before income tax expense $ (3,239 ) $ (5,676 ) The provision for federal and state income taxes consists of the following (in thousands): Year Ended December 31, 2019 2018 Current Domestic: US federal corporate income tax $ — $ — US state corporate income tax — — Foreign: IRES (Italian corporate income tax) 66 248 IRAP (Italian regional tax on productive activities) 50 107 Foreign (India) 1,977 935 Other Italian taxes 194 62 Current 2,287 1,352 Deferred (14 ) 72 Income tax expense $ 2,273 $ 1,424 The differences between income taxes expected by applying the U.S. federal statutory tax rate of 21% and the amount of income taxes provided for are as follows (in thousands): Year Ended December 31, 2019 2018 Loss before income taxes $ (3,239 ) $ (5,676 ) Primary tax rate of the Company (1) 21.00 % 24.00 % Tax benefit calculated according to the Company's primary tax rate (680 ) (1,363 ) State income tax, net of Federal (483 ) — Foreign tax rates differences (2) 319 77 Change in applicable tax rates (3) (513 ) — Change in valuation allowance 2,027 213 Non-taxable income (196 ) — Costs not deductible for tax purposes 541 2,103 Costs not deductible associated with investments 36 19 CFC (Controlled Foreign Corporation rules) (4) 288 93 IRAP (Italian Regional Tax on Productive Activities) 4 154 Taxes on undistributed profits 926 180 Other taxes 4 (52 ) Reported income tax expense $ 2,273 $ 1,424 (1) For the year ended December 31, 2019, “primary tax rate of the Company” means the U.S. federal tax rate (21%); for the year ended December 31, 2018, “primary tax rate of the Company” means the applicable Italian Corporate Income Tax (IRES) rate (24%). (2) For the year ended December 31, 2019, “foreign” relates to tax jurisdictions outside the United States; for the year ended December 31, 2018, “foreign” relates to tax jurisdictions outside Italy. (3) During 2019, applicable tax rate for Solutions Infini was reduced from 29.12% to 25.17%, resulting in a tax benefit for the period. (4) Recorded by the Company in relation with the Dubai subsidiary (FZE). Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. The following table presents the significant components of the Company’s deferred tax assets and liabilities (in thousands): As of December 31, 2019 2018 Deferred tax assets: Startup costs $ 2,755 $ — Deferred compensation liabilities 398 128 Property and equipment 70 148 Goodwill 119 134 Net operating loss carryforward 3,370 1,736 Other 422 173 Total deferred tax assets 7,134 2,319 Less: valuation allowance (5,591 ) (723 ) Total deferred tax assets, net 1,543 1,596 Deferred tax liabilities: Intangible assets 2,351 3,389 Undistributed profits 1,093 180 Property and equipment 134 140 Other 10 6 Total deferred tax liabilities 3,588 3,715 Net deferred tax liabilities $ (2,045 ) $ (2,119 ) As of December 31, 2019, the Company has federal, state and foreign net operating loss carryforwards totaling $11.6 million, $11.7 million and $1.6 million, respectfully. If not utilized, federal net operating losses of $5.4 million will expire at various dates from 2026 through 2037, and $6.2 million have an indefinite life. State net operating losses of $10.1 million will expire at various dates from 2037 through 2039, and $1.6 million have an indefinite life. Foreign net operating losses originated in Switzerland and will expire at various dates from 2023 through 2026. The Company’s accounting for deferred taxes involves the evaluation of a number of factors concerning the realizability of its net deferred tax assets. The Company primarily considered such factors as its history of operating losses; the nature of the Company’s deferred tax assets, and the timing, likelihood and amount, if any, of future taxable income during the periods in which those temporary differences and carryforwards become deductible. The Company does not believe that it is more likely than not that all of the deferred tax assets will be realized; accordingly a valuation allowance has been established for the amount of the deferred tax assets on net operating loss carryforward, startup costs, and other deferred tax assets in excess of the deferred tax liabilities that will reverse prior to any net operating loss carryforward expiration date. The following table sets forth movement in the valuation allowance for the year ended December 31, 2019 and 2018 (in thousands): Year Ended December 31, 2019 2018 Balance at the beginning of the period $ 723 $ 206 Change in scope of consolidation 2,836 305 Increase during the period 2,027 213 Effect of exchange rate changes 5 (1 ) Balance at the end of the period $ 5,591 $ 723 The Company recognizes interest and penalties, if any, related to an underpayment of income taxes in income tax expense. As of December 31, 2019, the Company has accumulated $91,000 in interest related to unrecognized tax benefits ($4,000 as of December 31, 2018). A reconciliation of the beginning and ending amounts of gross unrecognized tax benefits as of December 31, 2019 and 2018 is as follows (in thousands): As of December 31, 2019 2018 Gross unrecognized tax benefits, beginning of the year $ 190 $ 91 Additions for tax positions of prior years — — Additions for tax positions related to the current year 193 93 Change in scope of consolidation — — Effect of exchange rate (6 ) 2 Subtotal 377 186 Interest and penalties 91 4 Total gross unrecognized tax benefits, end of the year $ 468 $ 190 As of December 31, 2019, the Company had $5.0 million of undistributed earnings and profits generated by a foreign subsidiary (Solutions Infini) for which no deferred tax liabilities have been recorded, since the Company intends to indefinitely reinvest such earnings in the subsidiary to fund the international operations and certain obligations of the subsidiary. Should the above undistributed earnings be distributed in the form of dividends or otherwise, the distributions would result in $757,000 of tax expense. The Company files income tax returns in the United States and in foreign jurisdictions including Italy, India, and Switzerland. As of December 31, 2019, the tax years 2007 through the current period remain open to examination in each of the major jurisdictions in which the Company is subject to tax. |
Loss Per Share Attributable to
Loss Per Share Attributable to Common Stockholders | 12 Months Ended |
Dec. 31, 2019 | |
Earnings Per Share [Abstract] | |
Loss Per Share Attributable to Common Stockholders | 24. LOSS PER SHARE ATTRIBUTABLE TO COMMON STOCKHOLDERS The Business Combination was accounted for as a reverse recapitalization in accordance with US GAAP (see Note 5 – Business Combination). Accordingly, weighted-average shares outstanding for purposes of the net loss per share calculation have been retrospectively adjusted to reflect the exchange ratio established in the Business Combination. The following table sets forth the calculation of basic and diluted loss per share attributable to common stockholders during the period presented (in thousands, except share and per share data): Year Ended December 31, 2019 2018 Net loss attributable to common stockholders $ (5,512 ) $ (7,100 ) Weighted-Average shares used to compute net loss per share attributable to common stockholders, basic and diluted 11,603,381 9,828,411 Net loss per share attributable to common stockholders, basic and diluted $ (0.48 ) $ (0.72 ) The Company generated a net loss attributable to the Company’s common stockholders for each of the years ended December 31, 2019 and 2018. Accordingly, the effect of dilutive securities is not considered in the loss per share for such periods because their effect would be anti-dilutive on the net loss per share. For the year ended December 31, 2019, the weighted-average number of outstanding shares of common stock equivalents, which were excluded from the calculation of the diluted net loss per share attributable to common stockholders as their effect would be anti-dilutive, was 1,244,043 (580,580 for the year ended December 31, 2018). |
Transactions with Related Parti
Transactions with Related Parties | 12 Months Ended |
Dec. 31, 2019 | |
Related Party Transactions [Abstract] | |
Transactions with Related Parties | 25. TRANSACTIONS WITH RELATED PARTIES During the year ended December 31, 2019 and 2018, related party transactions, other than compensation and similar arrangements in the ordinary course of business, were as follows: i. Unsecured convertible promissory notes and unsecured non-convertible promissory notes, received by Esse Effe and Maya at the closing of the Business Combination, pursuant to the terms of the Stock Purchase Agreement. Maya is affiliated with Dario Calogero and the shares are beneficially owned by Mr. Calogero who is the Chief Executive Officer and a director of Kaleyra. The outstanding amount due by the Company was $15.0 million plus $43,000 of accrued interest as of December 31, 2019 (zero as of December 31, 2018). See Note 11 – Notes Payable for additional information; ii. Unsecured promissory notes issued by the Company to the Sponsor and GigFounders, LLC. The outstanding amount due by the Company was $1.9 million including $5,000 of accrued interest as of December 31, 2019 (zero as of December 31, 2018). See Note 11 – Notes Payable for additional information; iii. Certain consulting services on business strategy, rendered by Esse Effe, a company incorporated in Italy in which a director of the Company holds an interest. Costs incurred by the Company for the above consulting services were zero and $118,000 in the years ended December 31, 2019 and 2018, respectively. The outstanding amount due by the Company to Esse Effe was zero and $35,000 as of December 31, 2019 and 2018; respectively; iv. Legal services rendered by a partner of Studio Legale Chiomenti, that is a family member of a key manager of the Company. Costs incurred by the Company for the above services were $694,000 and $204,000 in the years ended December 31, 2019 and 2018, respectively; and v. Loans granted to Company’s directors and executive managers (at the reporting date, also Company’s stockholders) whose outstanding amount was $22,000 and $67,000 as of December 31, 2019 and 2018, respectively. In November 2019, one of the two existing loans granted to the Company’s directors and executive managers was reimbursed in full for a total amount of $36,000. vi. As of December 31, 2019, the outstanding obligation for preference shares due to executive managers was $1.8 million. In addition, during the year ended December 31, 2019, the Company incurred $360,000 of compensation expense for executive managers, relating to preference shares compensation. The following table presents the expenses for related parties reported in the consolidated statements of operations (in thousands): Year Ended December 31, 2019 2018 Research and development $ 180 $ 200 General and administrative $ 874 $ 1,112 vii. In 2016, Alessandra Levy, the spouse of the Company’s Chief Executive Officer, Dario Calogero, joined Kaleyra S.p.A. as an employee. Kaleyra S.p.A. was awarded certain contracts for services previously provided by Ms. Levy while employed by a prior company. These contracts had a cumulative value of $481,000 through 2018. Ms. Levy received no remuneration from Kaleyra S.p.A. or any third parties for her role in assisting Kaleyra S.p.A. in obtaining the contracts. In 2018, these contracts were completed and Ms. Levy transitioned to a new role within the marketing team of Kaleyra S.p.A. From 2016 to 2018, Ms. Levy was paid salary and benefits in the total amount of $638,000. Ms. Levy received salary and benefits in the amount of $239,000 for the year ended December 31, 2019. |
Legal Matters
Legal Matters | 12 Months Ended |
Dec. 31, 2019 | |
Commitments And Contingencies Disclosure [Abstract] | |
Legal Matters | 26. LEGAL MATTERS On October 17, 2018, Kaleyra S.p.A. filed a claim against Vodafone Italia S.p.A. before the Court of Milan seeking compensation in the amount of 6.1 million euro for all the damages suffered as a consequence of the illicit and anticompetitive conduct of Vodafone, as previously determined by the Italian Antitrust Authority (namely, Autorità Garante della Concorrenza e del Mercato or AGCM) in their decisions issued on December 13, 2017; Vodafone has appealed that sanctioning resolution before the Italian Regional Administrative Court. The deadline for filing a counterclaim by Vodafone has passed and according to Italian Law, Vodafone is no longer entitled to file a counterclaim against the Company in these proceedings. The case has now been submitted to a panel of judges for review to determine if the claim can proceed in the Court of Milan or a suspension must be declared until the administrative proceeding is decided. The claim is under review and Kaleyra S.p.A. and Vodafone have filed their final pleadings on October 1, 2019 and October 21, 2019, respectively. There is no certainty that the claim will be approved to proceed in the Court of Milan, rather than suspended, and the outcome of such action cannot be determined at this time. Therefore no recognition of these actions has been made in the consolidated financial statements. On April 16, 2019 Kaleyra S.p.A. filed a claim against Telecom Italia S.p.A and Telecom Italia Sparkle S.p.A. before the Court of Milan seeking At the first hearing before the Court of Milan held for the appearance of the parties on December 11, 2019, the judge reserved the decision on the possible suspension of the civil case in consideration of the appeal brought by Telecom Italia and Telecom Italia Sparkle S.p.A. against the Italian Antitrust Authority’s decision of December 13, 2017 before the Administrative Court of Latium (namely, Tribunale Amministrativo Regionale del Lazio), which is currently pending. By order issued on December 14, 2019, the judge released his reserve and referred the issue concerning the relation between the assessment of the pending administrative case and the one to be carried out in the civil case to a panel composed of three judges. The case was therefore adjourned for a hearing on April 29, 2020 where the parties will have to file their final pleadings. There is no certainty that the claim will be approved to proceed in the Court of Milan, rather than suspended, and the outcome of such civil action cannot be determined at this time. In addition to the above, the Company has appealed the resolutions issued by the Italian Communications Authority (namely, Autorità per le Garanzie nelle Comunicazioni or AGCom) concerning the request for the annual contribution to AGCom for years 2016, 2017, 2018 and 2019. The first instance proceeding against AGCom’s resolutions for the 2016 contribution was successful for the Company and the Regional Administrative Court annulled the resolutions the Company had appealed (judgement no. 2161/2019). However, AGCom filed its second instance appeal before the Council of State seeking the overruling of the Court’s decision. The hearing on AGCom’s appeal will take place in the last quarter of 2020. All the other proceedings are currently pending before the Regional Administrative Court and no hearing has been scheduled yet. The abovementioned proceedings concerning the contribution/fee to be paid to AGCom may all be suspended until the request for a preliminary ruling from the Council of State regarding an interpretation of the relevant EU law (case C-399/19) will be defined by the European Court of Justice. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2019 | |
Subsequent Events [Abstract] | |
Subsequent Events | 27. SUBSEQUENT EVENTS In January 2020, the World Health Organization declared the outbreak of a novel coronavirus (“COVID-19”) as a public health emergency of international concern. The coronavirus COVID-19 pandemic and efforts to control its spread have significantly curtailed the movement of people, goods and services worldwide, including in most or all of the regions in which we sell our products and services and conduct our business operations. The Company maintains its headquarters in Milan, Italy, which has been severely affected by COVID-19 and the resulting government lockdowns to attempt to contain the coronavirus. The magnitude and duration of the resulting decline in business activity cannot currently be estimated. The Company may see its services carrying less revenue-generating traffic in areas subject to “shelter in place” restrictions or related government orders as the population of those areas refrain from traveling and normal commerce activities. Accordingly, the Company expects the COVID-19 pandemic to potentially have a negative impact on its sales and its results of operations in those areas adversely affected by COVID-19, the size and duration of which the Company is currently unable to predict. Additionally, concerns over the economic impact of COVID-19 have caused extreme volatility in financial and other capital markets which may reduce the Company’s ability to access capital. The rapid development and fluidity of the situation presents uncertainty and risk with respect to the Company, its performance, and its financial results in the near future. On January 23, 2020, the Company entered into Amendment No. 3 to the Greenhaven Forward Share Purchase Agreement (the “Greenhaven Amendment”). The Greenhaven Amendment provides that Greenhaven has the right to put its subject shares to the Company on the following dates and at the following purchase prices: (i) $11.00 per share for up to 248,963 shares to be sold to the Company on February 21, 2020; and (ii) $11.70 per share for the next 700,000 shares to be sold to the Company on August 30, 2020. Greenhaven may continue to sell its subject shares in the open market, at its sole discretion, as long as the sales price is above $8.50 per share. On February 20, 2020, the Company repurchased an aggregate of 235,169 of its common stock for $2.6 million. In addition, the Company paid Greenhaven $152,000 for the 60,996 shares that Greenhaven sold on the open market representing the amount at which the $11.00 exceeded the selling price. On August 30, 2020, the Company shall pay Greenhaven an amount equal to (1) the number of shares (including any additional shares) sold by Greenhaven in the open market between February 21, 2020 and August 30, 2020 multiplied by (2) the amount by which $11.70 exceeds the sale price per share. On January 23, 2020, the Company entered into Amendment No. 3 to the KAF Forward Share Purchase Agreement and on April 7, 2020, the Company entered into Amendment No. 4 (the “KAF Amendments”). On April 9, 2020, KAF sold 50,000 Shares to the Company at the price of $10.92 per share. According to the last amendment, KAF has the right to put its subject shares to the Company on May 7, 2020 at a purchase price of: (i) $10.92 per share for the first 46,137 shares sold to the Company; and (ii) $10.82 per share for the next 93,676 Shares sold to the Company (collectively, the “KAF Share Purchase Price”). In the event the closing occurs after May 7, 2020, the KAF Share Purchase Price shall increase for the 93,676 shares sold to Kaleyra by 1% per full month until the closing date. KAF may elect, in its sole and absolute discretion, to extend the date on which it exercises its put right to a date that is provided upon 10 calendar days’ written notice. The KAF Amendments further provide that KAF may sell its subject shares in the open market, at its sole discretion, as long as the sales price is above $7.00 per share. In the event that KAF sells any shares (including any additional shares) at a sale price of less than $10.92 per share for the first 46,137 shares and $10.82 per share for the next 93,676 shares, the Company shall pay KAF an amount equal to (A) the number of shares (including any additional shares) sold multiplied by (B) the amount by which $10.92 or $10.82, as applicable, exceeds the sale price per share. Should the Company fail to make this payment, the Company shall, without prejudice or limitation to any other remedies available to KAF in law or equity, pay a penalty on such amount due at the rate of 18% per annum from the due date until the date of payment in full. On January 23, 2020, Buc Mobile entered into a revolving line of credit facility with Intesa Sanpaolo S.p.A. for a total amount of up to $1.0 million to be used solely for the purpose of Buc Mobile general working capital needs. Applicable interest rate is to be agreed among the parties when the revolving facility is drawn. On February 7, 2020, the forward share purchase agreement with Yakira was amended. The Amendment provides that the Company may be obligated to purchase some or all of the 43,930 shares if Yakira exercises an option to sell such shares to the Company at a purchase price of $10.93 per share (which is an increase from $10.50 per share) as soon as practicable on or after the six month anniversary of the Business Combination Date. On March 6, 2020, in connection with the previously consummated Business Combination, the Company agreed to pay to Northland Securities, a financial advisory services company, in full satisfaction of all amounts owned to Northland as of December 31, 2019, the following amounts: (i) $100,000 in cash, (ii) a promissory note for the principal amount of $400,000, together with all accrued but unpaid interest thereon, and (iii) 140,000 shares of the Company’s common stock, par value $0.0001 per share. On March 9, 2020, the Company signed an additional modification of the 2018 Solutions Infini Purchase Agreement to reduce the price of the preference shares to be purchased from the eligible employees of Solutions Infini in July 2020 to their face value, amounting to Indian Rupee 10.0 per preference share. As a result of this modification, effective on January 30, 2020, the total preference shares obligation was reduced to Indian Rupee 140,000 ($2,000 at the January 31, 2020 exchange rate). On January 31, 2020 Solutions Infini confirmed, to the eligible employees of the preference shares, performance bonuses for a total amount of $3.7 million (at the January 31, 2020 exchange rate), to be paid in 2020. On March 24, 2020, given the prevailing situation of the COVID-19 both globally and in India, the Company resolved to delay payment of the performance bonuses, for a total amount of $1.5 million (at the January 31, 2020 exchange rate), and evaluate the timeline for payment thereof. On March 11, 2020, Kaleyra S.p.A. entered into a 36-month loan agreement with Monte dei Paschi di Siena for $2.2 million (€2.0 million). The total amount of this new facility was drawn in full the same date. This facility bears interest at a fixed rate equal to 1.75%. On March 20, 2020, Kaleyra S.p.A. entered into a general unsecured loan agreement (the “BPM Loan Agreement”) with Banco BPM S.p.A. (formerly Banco Popolare di Milano S.p.A.) for a total of $6.5 million (€6.0 million). The BPM Loan Agreement includes a new financing of $2.7 million with the remaining balance used to pay off the original loan dated July 23, 2019, by and between Kaleyra S.p.A. and Banco BPM S.p.A. The BPM Loan Agreement has a maturity of 45 months from the date of disbursement and bears interest at a variable rate equal to the three-month Euribor plus a spread of 3.00%. The BPM Loan Agreement is to be repaid in 15 quarterly installments. The total amount of the BPM Loan Agreement, less amounts related to commissions, fees and expenses, was drawn in full the same date as the BPM Loan Agreement. On March 31, 2020, Kaleyra S.p.A. received the approval by Intesa Sanpaolo S.p.A. to postpone the amounts due under the existing loan for the next 3 months. As a result of this approval the Company will postpone the payments of approximately $412,000 beyond the next 12 months. On April 9, 2020, Kaleyra S.p.A. received the approval by UniCredit to postpone the amounts due under the existing loan for the next 6 months. As a result of this approval the Company will postpone the payments of approximately $1.6 million beyond the next 6 months. On April 16, 2020, in connection with the previously consummated Business Combination, the Company entered into an agreement to pay its financial advisory service firms, Cowen and Company, LLC and Chardan Capital Markets, LLC, (together, the “Service Firms”), in full satisfaction of all amounts owed to the Service Firms as of December 31, 2019, $5.4 million in the aggregate, as follows: (i) $2.7 million in the aggregate in common stock of Kaleyra (the “Settlement Shares”) to be issued the business day prior to the filing of a resale registration statement for such Settlement Shares (the “Resale Registration Statement”), (ii) convertible notes totaling $2.7 million in the aggregate with a maturity date three years after issuance and bearing interest at five percent (5%) per annum, with such convertible notes to also be issued the business day prior to the filing of the Resale Registration Statement and (iii) in the event that the Beneficial Ownership Limitation (as defined below) would otherwise be exceeded upon delivery of the Settlement Shares above, a warrant agreement also to be entered into with and issued to the Services Firms the business day prior to the filing of the Resale Registration Statement, whereby the amount of common stock of Kaleyra by which the Beneficial Ownership Limitation would otherwise have been exceeded upon delivery of the Settlement Shares (the “Excess Amount”) will be substituted for by warrants with an exercise price of $0.01 (the common stock underlying the Warrant Agreement, the “Warrant Shares”). The Beneficial Ownership Limitation shall initially be 4.99% of the number of shares of the common stock outstanding of the Company immediately after giving effect to the issuance of these shares of common stock. The number of Settlement Shares shall be calculated using as the price per Settlement Share an amount equal to a fifteen percent (15%) discount to the ten-day (10-day) trailing dollar volume-weighted average price for the common stock of Kaleyra on the NYSE American stock exchange (the “VWAP”) on the business day immediately prior to the date on which Kaleyra files the Resale Registration Statement. In addition, the price per share for determining the number of shares of common stock of Kaleyra to be issued upon the conversion of the convertible notes shall be a five percent (5%) premium to the ten-day (10-day) trailing VWAP as of the date immediately prior to the issuance date of the convertible notes, rounded down to the nearest whole number. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2019 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation These consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (‘‘US GAAP’’) applicable for an “emerging growth company” as defined in the Jumpstart Our Business Startups Act (“JOBS Act”). The JOBS Act provides that an emerging growth company can take advantage of an extended transition period for complying with new or revised accounting standards. In particular, an emerging growth company can delay the adoption of certain accounting standards until those standards would apply to private companies. For the purpose of these consolidated financial statements, the Company availed itself of an extended transition period for complying with new or revised accounting standards and, as a result, did not adopt new or revised accounting standards on the relevant dates on which adoption of such standards is required for public companies. |
Liquidity | Liquidity In connection with Accounting Standards Update (“ASU”) 2014-15, Presentation of Financial Statements-Going Concern (Subtopic 205-40), Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern, the Company evaluated its ability to continue as a going concern. While the Company has positive cash flows from operating activities, its current liabilities exceed its current assets as of December 31, 2019. The consolidated balance sheet as of December 31, 2019 includes total current assets of $86.5 million and total current liabilities of $125.9 million, resulting in net liabilities due within the next 12 months of $39.4 million. The Company’s business operations continued to grow in line with expectations showing positive operating margins (excluding non-recurring costs). However, the Business Combination generated significant obligations including (i) $13.1 million of liabilities related to non-recurring Business Combination transaction related costs; (ii) $15.0 million of deferred consideration to sellers in the Business Combination transaction (iii) $13.2 million of net obligations under certain Shares Purchase Forward Agreements entered into by GigCapital Inc. prior to the Business Combination; and (iv) $3.6 million of notes payable acquired as a result of the Business Combination. Management, concerned about the Company’s ability to fulfil these obligations, made the decision to evaluate opportunities to refinance or renegotiate some of its current obligations and, during the first four months of 2020 put in place several actions aimed to achieve such goal. Such actions, described in more details in Note 27 – Subsequent Events, include, among others: • the subscription of a new loan agreement with a bank that is currently a • • • • Considering the effects of these actions and the typical financial cycle of Kaleyra, Kaleyra’s management believes that the Company’s cash, cash flows from operations, financings and amendments to agreements subsequent to December 31, 2019, and availability of borrowings, as described above, will be sufficient to support its planned operations for at least the next 12 months from the date these consolidated financial statements were issued. |
Principles of Consolidation | Principles of Consolidation The consolidated financial statements include the Company and its wholly-owned subsidiaries, including Kaleyra S.p.A., Solutions Infini and Buc Mobile, which represent its major operations. All significant intercompany balances and transactions have been eliminated in consolidation. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. These estimates are used for, but not limited to, allowance for doubtful accounts; valuation of the Company’s stock-based awards; recoverability of long-lived and intangible assets; capitalization and useful life of the Company’s capitalized internal-use software development costs; fair value of acquired intangible assets and goodwill; accruals and contingencies, including tax related provision and valuation allowance on deferred taxes. Estimates are based on historical experience and on various assumptions that the Company believes are reasonable under current circumstances. However, future events are subject to change and best estimates and judgments may require further adjustments; therefore, actual results could differ materially from those estimates. Management periodically evaluates such estimates and they are adjusted prospectively based upon such periodic evaluation. |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially expose the Company to a concentration of credit risk consist primarily of cash and cash equivalents, marketable securities and trade receivables. The Company maintains cash and cash equivalents and marketable securities with financial institutions that management believes are financially sound. The Company sells its services to a wide variety of customers. If the financial condition or results of operations of any significant customers deteriorate substantially, operating results could be adversely affected. To reduce credit risk, management performs ongoing credit evaluations of the financial condition of significant customers. The Company maintains reserves for estimated credit losses on customer accounts when considered necessary. Actual credit losses may differ from the Company’s estimates. In the years ended December 31, 2019 and 2018, there were one and three customers, respectively, that individually accounted for more than 10% of the Company’s consolidated total revenue. In particular in 2019, revenue generated by the first, second and third major customer of the Company accounted for $13.4 million, $10.9 million and $9.2 million; respectively, while in 2018, revenue generated by the first, second and third major customer of the Company accounted for $13.6 million, $8.1 million and $8.8 million, respectively. As of December 31, 2019 and 2018, no individual customer accounted for more than 10% of the Company’s consolidated total trade receivables. |
Revenue Recognition | Revenue Recognition Adoption of Accounting Standards Codification ("ASC") 606, "Revenue from Contracts with Customers" Effective January 1, 2019, the Company adopted Accounting Standards Codification (“ASC”) 606, “Revenue from Contracts with Customers” (“ASC 606”), which replaced the existing revenue recognition guidance, ASC 605, and outlines a single set of comprehensive principles for recognizing revenue under US GAAP. Among other things, ASC 606 requires entities to assess the products or services promised in contracts with customers at contract inception to determine the appropriate unit at which to record revenue, which is referred to as a performance obligation. Revenue is recognized when control of the promised products or services is transferred to customers at an amount that reflects the consideration to which the entity expects to be entitled to in exchange for those products or services. The Company did not record any adjustment to the beginning retained earnings as of January 1, 2019 in connection with the adoption of the new standard. Prior to the adoption of ASC 606, the Company recognized the majority of its revenue according to the usage by its customers in the period in which that usage occurred. ASC 606 continues to support the recognition of revenue over time, and on a usage basis, for the majority of the Company's contracts due to continuous transfer of control to the customer. Revenue Recognition Policy The Company enters into contracts that can include various combinations of products and services, which are generally capable of being distinct and accounted for as separate performance obligations. Revenue is recognized net of allowances for credits and any taxes collected from customers. Taxes collected are subsequently remitted to governmental authorities. The Company determines revenue recognition through the following steps: • Identification of the contract, or contracts, with a customer; • Identification of the performance obligations in the contract; • Determination of the transaction price; • Allocation of the transaction price to the performance obligations in the contract; and • Recognition of revenue when, or as, the Company satisfies a performance obligation. Nature of Products and Services The Company's revenue is primarily derived from usage-based fees earned from the sale of communications services offered through software solutions to large enterprises, as well as small and medium-sized customers. The Company’s revenue is recognized upon the sending of a SMS message or by the authentication of a financial transaction of an end user of the Company’s customer using the Company’s platform in an amount that reflects the consideration the Company expects to receive in exchange for those services which is generally based upon agreed fixed prices per unit. Platform access is considered a monthly series comprised of one performance obligation and usage-based fees are recognized as revenue in the period in which the usage occurs. After usage occurs, there are no remaining obligations that would preclude revenue recognition. Revenue from usage-based fees represented 98% of total revenue, both in the years ended December 31, 2019 and 2018. Subscription-based fees are derived from certain term-based contracts, such as with the sales of short codes and customer support, which is generally one year. Term-based contract revenue is recognized on a ratable basis over the contractual term of the arrangement beginning on the date that the service is made available to the customer. Revenue from term-based fees represented 2% of total revenue, both in the years ended December 31, 2019 and 2018. The Company's arrangements do not contain general rights of return. The contracts do not provide customers with the right to take possession of the software supporting the applications. Amounts that have been invoiced are recorded in trade receivables and in revenue or deferred revenue depending on whether the revenue recognition criteria have been met. Contract Balances The Company receives payments from customers based on a billing schedule as established in its contracts. Contract assets are recorded when the Company has a conditional right to consideration for its completed performance under the contracts. Trade receivables are recorded when the right to this consideration becomes unconditional, which is as usage occurs. The Company did not have any contract assets as of December 31, 2019. Deferred revenue is recorded when cash payments are received in advance of future usage on non-cancellable contracts. As of December 31, 2019 and 2018, the Company recorded $1.4 million and $1.5 million, respectively, as deferred revenue on its consolidated balance sheets. The deferred revenue balance as of December 31, 2018 was entirely recognized as revenue in the year ended December 31, 2019. Disaggregated Revenue In general, revenue disaggregated by geography is aligned according to the nature and economic characteristics of the Company’s business and provides meaningful disaggregation of the Company’s results of operations. Refer to Note 17 – Geographic Information for details of revenue by geographic area. |
Cost of Revenue | Cost of Revenue Cost of revenue consists primarily of costs of communications services purchased from network service providers. Cost of revenue also includes the cost of the Company’s cloud infrastructure and technology platform, amortization of capitalized internal-use software development costs related to the platform applications and amortization of developed technology acquired in the business combinations. |
Research and Development Expenses | Research and Development Expenses Research and development expenses consist primarily of personnel costs, the costs of the technology platform used for staging and development, outsourced engineering services, amortization of capitalized internal-use software development costs and an allocation of general overhead expenses. The Company capitalizes the portion of its software development costs that meet the criteria for capitalization. |
Internal-use Software Development Costs | Internal-use Software Development Costs Certain costs of the technology platform and other software applications developed for internal use are capitalized. The Company capitalizes qualifying internal-use software development costs that are incurred during the application development stage. Capitalization of costs begins when two criteria are met: (i) the preliminary project stage is completed, and (ii) it is probable that the software will be completed and used for its intended purpose. Capitalization ceases when the software is substantially complete and ready for its intended use, including the completion of all-significant testing. The Company also capitalizes costs related to specific upgrades and enhancements when it is probable the expenditures will result in additional functionality and expenses costs incurred for maintenance and minor upgrades and enhancements. Costs related to preliminary project activities and post-implementation operating activities are expensed as incurred. Capitalized costs of platform and other software applications are included in property and equipment. These costs are amortized over the estimated useful life of the software of four years on a straight-line basis. Management evaluates the useful life of these assets on an annual basis and tests for impairment whenever events or changes in circumstances occur that could affect the recoverability of these assets. The amortization of costs related to the platform applications is included in cost of revenue, while the amortization of costs related to other software applications developed for internal use is included in research and development expenses. |
Advertising Costs | Advertising Costs Advertising costs are expensed as incurred and were $956,000 and $578,000 in the years ended December 31, 2019 and 2018, respectively. Advertising costs are included in sales and marketing expenses in the accompanying consolidated statement of operations. |
Marketable Securities | Marketable Securities Investments in marketable securities are carried at fair value and classified as available-for-sale securities. Realized gains and losses on available-for-sale securities are included in financial expense, net in the consolidated statements of operations. Unrealized gains and losses, net of deferred taxes, on available-for-sale securities are included in the consolidated balance sheets as a component of accumulated other comprehensive income (loss). In the event the fair value of an investment declines below its cost basis, management is required to determine if the decline in fair value is other than temporary. If management determines the decline is other than temporary, an impairment charge is recorded. As of December 31, 2019 and 2018, the Company had marketable securities of $5.1 million and $3.2 million; respectively relating to mutual funds with no stated maturity. |
Stock-Based Compensation | Stock-Based Compensation The Company measures and recognizes the compensation expense for restricted stock units (“RSUs”) granted to employees and directors, based on the fair value of the award on the grant date. RSUs give an employee an interest in Company stock but they have no tangible value until vesting is complete. RSUs are equity classified and measured at the fair market value of the underlying stock at the grant date and recognized as expense over the related service or performance period. The Company elected to account for forfeitures as they occur. The fair value of stock awards is based on the quoted price of our common stock on the grant date. Compensation cost for RSUs is recognized using the straight-line method over the requisite service period. In June 2018, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2018-07, “Compensation—Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting”. The aim of the update is to simplify several aspects of the accounting for nonemployee share-based payment transactions resulting from expanding the scope of Topic 718, Compensation—Stock Compensation, to include share-based payment transactions for acquiring goods and services from nonemployees. As a result, nonemployee share-based payment equity awards are measured at the grant date fair value of the equity instruments, similar to employee share-based payment equity awards. The Company adopted ASU 2018-07 in 2019, following the adoption of Topic 606. At the transition date, there were no nonemployee share-based compensation awards. |
Employee Benefit Plans | Employee Benefit Plans The Company has defined benefit plans, granted to Italian and Indian employees and regulated by Italian and Indian laws, respectively. The defined benefit plans are calculated based on the employee compensation and the duration of the employment relationship and are paid to the employee upon termination of the employment relationship. The costs of the defined benefit plans reported in the Company’s consolidated statement of operations is determined by actuarial calculation performed on an annual basis. The actuarial valuation is performed using the “Projected Unit Credit Method” based on the employees’ expected date of separation or retirement. As a part of the purchase agreement relating to the 2018 acquisition of Solutions Infini by Kaleyra, the Company assumed the obligation to purchase a number of preference shares from certain employees in 2020 at a price determined based on the EBITDA of Solutions Infini for its fiscal year ending March 31, 2020. These preference shares represent compensation for future services for the eligible employees. The Company accounts for the liability related to the preference shares over the relevant period from July 2017 to July 2020, charging the consolidated statements of operations on a straight-line basis over that period. |
Income Taxes | Income Taxes The Company accounts for income taxes in accordance with the asset and liability approach method. Deferred tax assets and liabilities are recognized for future tax consequences attributable to temporary differences between the consolidated financial statements carrying amounts of existing assets and liabilities and their respective tax bases, as well as for operating loss and tax credit carryforwards. Deferred tax amounts are determined by using the enacted tax rates expected to be in effect when the temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. A valuation allowance reduces the deferred tax assets to the amount that is more likely than not to be realized. The Company recognizes the effect of income tax positions only if those positions are more-likely-than-not of being sustained. Recognized income tax positions are measured at the largest amount that is greater than 50 percent likely of being realized. Changes in recognition or measurement are reflected in the period in which the change in judgment occurs. The Company records interest and penalties related to an underpayment of income taxes in income tax expense in the consolidated statements of operations. |
Foreign Currency Translation | Foreign Currency Translation The functional currency of the parent company is the US Dollar. The functional currency of Kaleyra S.p.A. is the Euro, the functional currency of Solutions Infini is the India Rupee and the functional currency of Buc Mobile is the US Dollar. Each company remeasures monetary assets and liabilities denominated in currencies other that its functional currency at period-end exchange rates and non-monetary items are at historical rates. Remeasurement adjustments are recognized in the consolidated statements of operations as foreign currency (income) loss in the period of occurrence. These consolidated financial statements are presented in US Dollars. For legal entities where the functional currency is a currency other than the US Dollar, adjustments resulting from translating the financial statements into US Dollars are recorded as a component of accumulated other comprehensive income in stockholders’ equity (deficit). Monetary assets and liabilities denominated in a currency that is other than the US Dollar are translated into US Dollars at the exchange rate on the balance sheet date. Revenue and expenses are translated at the weighted average exchange rates during the period. Equity transactions are translated using historical exchange rates. |
Comprehensive Income (Loss) | Comprehensive Income (Loss) Comprehensive income (loss) refers to net income (loss) and other revenue, expenses, gains and losses that, under US GAAP, are recorded as an element of stockholders’ equity but are excluded from the calculation of net income (loss). See Note 13 – Accumulated Other Comprehensive Income (Loss). |
Earnings (Loss) per Share | Earnings (Loss) per Share The equity structure in the consolidated financial statements following a reverse recapitalization reflects the equity structure of the legal acquiror (the accounting acquiree), including the equity interests issued by the legal acquiror to effect the business combination. Basic earnings (loss) per share attributable to common stockholders is calculated by dividing the net income (loss) attributable to common stockholders by the weighted-average number of shares of common stock outstanding for the period. In calculating the weighted-average number of common shares during the period in which the reverse merger occurs (fiscal year 2019): a. The number of common shares outstanding from the beginning of that period to the acquisition date shall be computed on the basis of the weighted-average number of common shares of the legal acquiree (accounting acquiror) outstanding during the period multiplied by the exchange ratio established in the merger agreement; b. The number of common shares outstanding from the acquisition date to the end of that period shall be the actual number of common shares of the legal acquiror (the accounting acquiree) outstanding during that period. The basic EPS for each comparative period before the acquisition date presented in the consolidated financial statements following a reverse merger shall be calculated by dividing (i) by (ii): i. The income of the legal acquiree attributable to common stockholders in each of those periods; ii. The legal acquiree’s historical weighted average number of common shares outstanding multiplied by the exchange ratio established in the acquisition agreement. Diluted net income (loss) per share is calculated by giving effect to all potentially dilutive common stock when determining the weighted-average number of common shares outstanding. For purposes of the diluted net income (loss) per share calculation, RSUs, options and warrants to purchase common stock are considered common stock equivalents. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all liquid investments with an original maturity of three months or less when purchased to be cash equivalents. Cash equivalents consist of funds deposited into saving accounts. |
Restricted Cash | Restricted Cash Restricted cash consists of cash deposited into a savings account with a financial institution as collateral for the Company's obligations under the Forward Share Purchase Agreement with Glazer Capital and with Yakira Capital Management, Inc. See Note 10 – Debt for Forward Share Purchase Agreements for a description of the contracts In November 2016, the FASB issued ASU No. 2016-18, “Statement of Cash Flows (Topic 830) – Restricted Cash” (“ASU 2016-18”). This standard provides guidance on the presentation of restricted cash and cash equivalents in the consolidated statements of cash flows. Restricted cash and restricted cash equivalents should be included with cash and cash equivalents when reconciling the beginning-of-period and end-of-period amounts shown on the consolidated statements of cash flows. The Company adopted ASU 2016-18 in the first quarter of 2019 and applied the guidance retrospectively in the prior period’s consolidated statements of cash flows. Other than the revised consolidated statements of cash flows presentation of restricted cash, the adoption of ASU 2016-18 did not have an impact on the Company’s consolidated financial statements. The restricted cash balances as of December 31, 2019 and December 31, 2018 were $20.9 million and zero, respectively. |
Trade Receivables and Allowance for Doubtful Accounts | Trade Receivables and Allowance for Doubtful Accounts Trade receivables are recorded net of an allowance for doubtful accounts. The allowance for doubtful accounts is estimated based on the Company’s assessment of its ability to collect on customer trade receivables. The Company regularly reviews the allowance by considering certain factors such as historical experience, credit quality, age of trade receivables balances and other known conditions that may affect a customer’s ability to pay. In cases where the Company is aware of circumstances that may impair a specific customer’s ability to meet their financial obligations, a specific allowance is recorded against amounts due from the customer which reduces the net recognized receivable to the amount the Company reasonably believes will be collected. The Company writes-off trade receivables against the allowance when a determination is made that the balance is uncollectible, and collection of the receivable is no longer being actively pursued. The allowance for doubtful accounts was $873,000 and $157,000 as of December 31, 2019 and 2018, respectively. |
Property and Equipment, net | Property and Equipment, net Property and equipment is stated at cost less accumulated depreciation or amortization. Depreciation and amortization are computed using the straight-line method over the estimated useful life of the related asset. Maintenance and repairs are expensed as incurred. The useful lives of property and equipment are as follows: Internal-use software development costs …………………………….. 4 years Servers ………………………………………………………………... 3 - 6 years Office equipment ……………………………………………………... 3 -5 years Leasehold improvements ……………………………………………... 5 years or remaining lease term (1) Furniture and fixtures ………………………………………………… 4 - 8 years Vehicles ………………………………………………………………. 8 - 10 years Software ………………………………………………………………. 3 years Other assets ………………………………………………………........ 4 years (1) Including renewal options |
Intangible Assets, net | Intangible Assets, net Intangible assets recorded by the Company are costs directly associated with securing legal registration of patents and the fair value of identifiable intangible assets acquired in business combinations. Intangible assets with determinable economic lives are carried at cost, less accumulated amortization. Intangible assets arising from business combinations, such as customer relationship and developed technology, were initially recorded at estimated fair value. Amortization is computed over the estimated useful life of each asset on a straight-line basis, except for customer relationships, which are amortized over the best estimate of their expected useful life using an accelerated method (“sum of years’ digits method”), in order to better approximate the pattern in which their economic benefit are expected to be consumed. The Company determines the useful lives of identifiable intangible assets after considering the facts and circumstances related to each intangible asset. Factors the Company considers when determining useful lives include the contractual term of any agreement related to the asset, the historical performance of the asset, the Company’s long-term strategy for using the asset, any laws or other local regulations which could impact the useful life of the asset and other economic factors, including competition and specific market conditions. Intangible assets without determinable economic lives are carried at cost, not amortized and reviewed for impairment on an annual basis or whenever events or changes in circumstances indicate that the carrying value may not be recoverable. The useful lives of the intangible assets are as follows: Developed technology………………………………………………….... 3-6 years Customer relationships (accelerated method) …………………………... 15 – 17 years Patent ……………………………………………………………………. 3-7 years |
Goodwill | Goodwill Goodwill represents the excess of the aggregate purchase price over the fair value of net identifiable assets acquired in a business combination. Goodwill is not amortized and is tested for impairment on an annual basis or whenever events or changes in circumstances indicate that the carrying value may not be recoverable. The Company has selected December 31 as the date to perform its annual impairment test. In the valuation of goodwill, management must make assumptions regarding estimated future cash flows to be derived from the Company’s business. If these estimates or their related assumptions change in the future, the Company may be required to record an impairment for these assets. Management may first evaluate qualitative factors to assess if it is more likely than not that the fair value of a reporting unit is less than its carrying amount and to determine if a two-step impairment test is necessary. Management may choose to proceed directly to the two-step evaluation, bypassing the initial qualitative assessment. The first step of the impairment test involves comparing the fair value of the reporting unit to which goodwill is allocated to its net book value, including goodwill. If the net book value exceeds its fair value, then the Company would perform the second step of the goodwill impairment test to determine the amount of the impairment loss. The impairment loss would be calculated by comparing the implied fair value of the goodwill to its net book value. In calculating the implied fair value of goodwill, the fair value of the entity would be allocated to all of the other assets and liabilities based on their fair values. The excess of the fair value of the entity over the amount assigned to other assets and liabilities is the implied fair value of goodwill. An impairment loss would be recognized when the carrying amount of goodwill exceeds its implied fair value. No goodwill impairment charges have been recorded for any period presented. |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets The Company evaluates long-lived assets, including property and equipment and intangible assets, for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets held and used is measured by a comparison of the carrying amount of an asset or an asset group to estimated undiscounted future net cash flows expected to be generated by the asset or asset group. If such evaluation indicates that the carrying amount of the asset or the asset group is not recoverable, any impairment loss would be equal to the amount the carrying value exceeds the fair value. There was no impairment during the years ended December 31, 2019 and 2018. |
Deferred Revenue | Deferred Revenue Deferred revenue consists of advance payments from customers to be applied against future usage and customer billings in advance of revenues being recognized under the Company’s contracts. Deferred revenue is generally expected to be recognized during the succeeding 12-month period and is thus recorded as a current liability. |
Segment Information | Segment Information The Company’s Chief Executive Officer is the chief operating decision maker, who reviews the Company’s financial information presented on a consolidated basis for purposes of allocating resources and evaluating the Company’s financial performance. Accordingly, the Company has determined that it operates in a single reporting segment. |
Derivatives | Derivatives The Company has not historically entered into hedging derivatives in the ordinary course of its business. In connection with the acquisition of Solutions Infini and Buc Mobile, the Company entered into certain derivative contracts to serve as an economic hedge for risk management purposes. These derivatives include exchange rate forwards on the purchase prices denominated in Indian Rupee for the acquisition of Solutions Infini and in US Dollars for the acquisition of Buc Mobile and interest rate swaps on the bank borrowings entered into by the Company to finance the acquisitions. These derivatives were not designated as hedging instruments under US GAAP. Because hedge accounting was not applied, those derivatives have been recorded at fair value on the consolidated balance sheets with changes in fair value recorded in |
Forward Shares Purchase Agreements | Forward Shares Purchase Agreements During 2019, the Company entered into certain third-party put option arrangements assuming the obligation to repurchase its common stock at a future date by transferring cash to the third-party under certain conditions described in more detail in Note 10 below. Such obligation has been recorded at fair value in the consolidated balance sheets with changes in fair value recorded in financial expense, net in the consolidated statements of operations. |
Business Combinations | Business Combinations The Company recognizes identifiable assets acquired and liabilities assumed at their acquisition date fair values. Goodwill is measured as the excess of the consideration transferred over the fair value of assets acquired and liabilities assumed on the acquisition date. While the Company uses its best estimates and assumptions as part of the purchase price allocation process to accurately value assets acquired and liabilities assumed, these estimates are inherently uncertain and subject to refinement. The authoritative guidance allows a measurement period of the purchase price allocation that ends when the entity has obtained all relevant information about facts that existed at the acquisition date, and that cannot exceed one year from the date of acquisition. As a result, during the measurement period the Company may record adjustments to the fair values of assets acquired and liabilities assumed, with the corresponding offset to goodwill to the extent that it identifies adjustments to the preliminary purchase price allocation. Upon conclusion of the measurement period or final determination of the values of the assets acquired and liabilities assumed, whichever comes first, any subsequent adjustments will be recorded to the consolidated statements of operations. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The Company’s financial instruments, which include cash, cash equivalents, restricted cash, trade receivables and accounts payable are recorded at their carrying amounts, which approximate their fair value due to their short-term nature. All marketable securities are considered available-for-sale and recorded at their estimated fair values. Unrealized gains and losses for available-for-sale securities are recorded in other comprehensive income (loss). In valuing these items, the Company uses inputs and assumptions that market participants would use to determine their fair value, utilizing valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs. Impairments are considered other than temporary if they are related to deterioration in credit risk or if it is likely that the security will be sold before the recovery of its cost basis. Realized gains and losses and declines in value deemed to be other than temporary are determined based on the specific identification method and are reported in other income, net in the consolidated statements of operations. The accounting guidance for fair value provides a framework for measuring fair value, clarifies the definition of fair value, and expands disclosures regarding fair value measurements. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability (an exit price) in an orderly transaction between market participants at the reporting date. The accounting guidance establishes a three-tiered hierarchy, which prioritizes the inputs used in the valuation methodologies in measuring fair value as follows: Level 1: Unadjusted quoted prices in active markets for identical assets or liabilities accessible to the reporting entity at the measurement date. Level 2: Other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the asset or liability. Level 3: Unobservable inputs for the asset or liability used to measure fair value to the extent that observable inputs are not available, thereby allowing for situations in which there is little, if any, market activity for the asset or liability at measurement date. A financial instrument’s categorization within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement. Net cash settlements on derivatives that do not qualify for hedge accounting are reported in financial income as part of financial expense, net in the consolidated statements of operations. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In January 2020, the FASB issued ASU 2020-01 “Investments—Equity Securities (Topic 321), Investments—Equity Method and Joint Ventures (Topic 323), and Derivatives and Hedging (Topic 815)”, clarifying the Interactions between Topic 321, Topic 323, and Topic 815. The amendments in this ASU clarify the interaction of the accounting for equity securities under Topic 321 and investments accounted for under the equity method of accounting in Topic 323 and the accounting for certain forward contracts and purchased options accounted for under Topic 815. The amendments clarify that: (a) an entity should consider observable transactions that require it to either apply or discontinue the equity method of accounting for the purposes of applying the measurement alternative in accordance with Topic 321 immediately before applying or upon discontinuing the equity method; (b) an entity should not consider whether, upon the settlement of the forward contract or exercise of the purchased option, individually or with existing investments, the underlying securities would be accounted for under the equity method in Topic 323 or the fair value option in accordance with the financial instruments guidance in Topic 825. For public business entities, the amendments in this ASU are effective for fiscal years beginning after December 15, 2020, and interim periods within those fiscal years. For all other entities, including emerging growth companies as defined in the JOBS Act, the amendments are effective for fiscal years beginning after December 15, 2021, and interim periods within those fiscal years. Early adoption is permitted, including early adoption in an interim period, (1) for public business entities for periods for which financial statements have not yet been issued and (2) for all other entities for periods for which financial statements have not yet been made available for issuance. The Company is currently evaluating the impact of this standard on its consolidated financial statements. In November 2019, the FASB issued ASU 2019-12 “Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes”. The objective of the simplification initiative is to identify, evaluate, and improve areas of US GAAP for which cost and complexity can be reduced while maintaining or improving the usefulness of the information provided to users of financial statements. For public business entities, the amendments in this ASU are effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2020. For all other entities, the amendments are effective for fiscal years beginning after December 15, 2021, and interim periods within fiscal years beginning after December 15, 2022. Early adoption is permitted. The Company is currently evaluating the impact of this standard on its consolidated financial statements. In November 2018, the FASB issued ASU 2018-18, “Collaborative Arrangements (Topic 808)”, clarifying the interaction between Topic 808 and Topic 606. A collaborative arrangement is a contractual arrangement under which two or more parties actively participate in a joint operating activity and are exposed to significant risks and rewards that depend on the activity’s commercial success. Topic 808 does not provide comprehensive recognition or measurement guidance for collaborative arrangements, and the accounting for those arrangements is often based on an analogy to other accounting literature or an accounting policy election. Some entities apply revenue guidance directly or by analogy to all or part of their arrangements, and others apply a different accounting method as an accounting policy. Those accounting differences result in diversity in practice on how entities account for transactions on the basis of their view of the economics of the collaborative arrangement. For public business entities, the amendments are effective for fiscal years beginning after December 15, 2019, and interim periods within those fiscal years. For all other entities, the amendments are effective for fiscal years beginning after December 15, 2020, and interim periods within fiscal years beginning after December 15, 2021. The Company is currently evaluating the impact of this standard on its consolidated financial statements. In August 2018, the FASB issued ASU 2018-15, “Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40): Customer's Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That is a Service Contract”. This standard aligns the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software. The standard is effective for public business entities for fiscal years beginning after December 15, 2019, and interim periods within those fiscal years. For all other entities, the amendments in this ASU are effective for annual reporting periods beginning after December 15, 2020, and interim periods within annual periods beginning after December 15, 2021. Early adoption is permitted, including adoption in any interim period, for all entities. The amendments in this ASU should be applied either retrospectively or prospectively to all implementation costs incurred after the date of adoption. The Company is currently evaluating the impact of this standard on its consolidated financial statements. In August 2018, the FASB issued ASU 2018-13, “Fair Value Measurement (Topic 820) Disclosure Framework—Changes to the Disclosure Requirements for Fair Value Measurement”. The amendments under ASU 2018-13 remove, add, and modify certain disclosure requirements on fair value measurements in ASC 820. The amendments are effective for all entities for fiscal years, and interim periods within those years, beginning after December 15, 2019. An entity shall apply the ASU retrospectively to all periods presented. The Company is currently evaluating the impact of this standard on its consolidated financial statements. In July 2018, the FASB issued ASU 2018-09, “Codification Improvements", which does not prescribe any new accounting guidance, but instead makes minor improvements and clarifications of several different FASB ASC areas based on comments and suggestions made by various stakeholders. The transition and effective date guidance is based on the facts and circumstances of each amendment. Some of the amendments in this ASU do not require transition guidance and will be effective upon issuance of this ASU. However, there are some conforming amendments in this ASU that have been made to recently issued guidance that is not yet effective that may require application of the transition and effective date guidance in the original ASU. The Company is currently evaluating the impact of this standard on its consolidated financial statements. In December 2017, the FASB issued ASU 2017-15, “Codification Improvements - Elimination of Topic 995”, which supersede obsolete guidance in Topic 995 on unrecognized deferred taxes related to certain statutory reserve deposits. If an entity has unrecognized deferred income taxes related to statutory deposits made on or before December 15, 1992, the entity would be required to recognize the unrecognized income taxes in accordance with Topic 740. The amendments are effective for fiscal years and first interim periods beginning after December 15, 2018. Early adoption is permitted for all entities, including adoption in an interim period. The Company adopted the amendments in fiscal year 2019, and the adoption did not have a material impact on its consolidated financial statements. In April 2019, the FASB issued ASU 2019-04, “Codification Improvements to Topic 326, Financial Instruments—Credit Losses, Topic 815, Derivatives and Hedging, and Topic 825, Financial Instruments”, which affect a variety of Topics in the Codification. For entities that have not yet adopted the amendments in ASU 2016-13, the effective dates and transition requirements for the amendments are the same as the effective dates and transition requirements in ASU 2016-13. For entities that have adopted the amendments in ASU 2016-13, the amendments are effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. Early adoption is permitted in any interim period as long as the entity has adopted the amendments in ASU 2016-13. The Company is currently evaluating the impact of this standard on its consolidated financial statements. In March 2017, the FASB issued ASU 2017-07, “Compensation—Retirement Benefits (Topic 715)”, which requires that an employer report the service cost component in the same line item or items as other compensation costs arising from services rendered by the pertinent employees during the period. The other components of net benefit cost are required to be presented in the income statement separately from the service cost component and outside a subtotal of income from operations, if one is presented. This ASU is effective for public business entities for annual periods beginning after December 15, 2017, including interim periods within those annual periods. For other entities, the amendments are effective for annual periods beginning after December 15, 2018, and interim periods within annual periods beginning after December 15, 2019. Early adoption is permitted. The Company adopted the provisions of this ASU in fiscal year 2019, and the adoption did not have a material impact on its consolidated financial statements. In August 2018, the FASB issued ASU 2018-14, “Compensation—Retirement Benefits—Defined Benefit Plans—General (Subtopic 715-20)”, which modifies the disclosure requirements for employers that sponsor defined benefit pension or other postretirement plans. The amendments are effective for fiscal years ending after December 15, 2020 for public business entities and for fiscal years ending after December 15, 2021 for all other entities. Early adoption is permitted for all entities. The Company is currently evaluating the impact of this standard on its consolidated financial statements. In January 2017, the FASB issued ASU 2017-04, “Simplifying the Test for Goodwill Impairment”, which removes the second step of the goodwill impairment test that requires a hypothetical purchase price allocation. A goodwill impairment will now be the amount by which a reporting unit's carrying value exceeds its fair value, not to exceed the carrying amount of goodwill. This guidance is effective prospectively for public business entities for annual or interim goodwill impairment tests in fiscal years beginning after December 15, 2020 and for annual or interim goodwill impairment tests in fiscal years beginning after December 15, 2021 for other entities. Early adoption is permitted for interim or annual goodwill impairment tests performed on testing dates after January 1, 2017. The Company is currently evaluating the impact of this standard on its consolidated financial statements. In January 2017, the FASB issued ASU 2017-01, “Business Combinations (Topic 805) Clarifying the Definition of a Business”, which amends the guidance of ASC Topic 805, “Business Combinations”, adding guidance to assist entities with evaluating whether transactions should be accounted for as acquisitions or disposals of assets or businesses. The definition of a business affects many areas of accounting including acquisitions, disposals, goodwill, and consolidation. This guidance is effective for public entities for annual periods beginning after December 15, 2017, including interim periods within those periods; for all other entities for annual periods beginning after December 15, 2018, and interim periods within annual periods beginning after December 15, 2019 and early adoption is permitted under certain circumstances. The Company adopted this standard in fiscal year 2019, and the adoption did not have a material impact on its consolidated financial statements. In June 2016, the FASB issued ASU 2016-13, “Financial Instruments—Credit Losses: Measurement of Credit Losses on Financial Instruments”, which changes the impairment model for most financial assets. The new model uses a forward-looking expected loss method, which will generally result in earlier recognition of allowances for losses. In November 2018, the FASB issued ASU 2018-19, “Codification Improvements to Topic 326, Financial Instruments— Credit Losses”, which clarifies that receivables arising from operating leases are not within the scope of Topic 326, Financial Instruments—Credit Losses. Instead, impairment of receivables arising from operating leases should be accounted for in accordance with Topic 842, Leases. These ASUs are effective for public entities for fiscal years beginning after December 15, 2019, and interim periods within those fiscal years, and for other entities for fiscal years beginning after December 15, 2020 and interim periods within fiscal years beginning after December 15, 2021. The Company is currently evaluating the impact of this standard on its consolidated financial statements. In May 2019, the FASB issued ASU 2019-05, “Financial Instruments—Credit Losses (Topic 326): Targeted Transition Relief”, which provides a targeted transition relief and provides entities that have certain instruments, with an option to irrevocably elect the fair value option, applied on an instrument-by-instrument basis for eligible instruments, upon adoption of Topic 326. The fair value option election does not apply to held-to-maturity debt securities. For entities that have not yet adopted the amendments in ASU 2016-13, the effective date and transition methodology for the amendments in this ASU are the same as in ASU 2016-13. The Company is currently evaluating the impact of this standard on its consolidated financial statements. In February 2016, the FASB issued ASU 2016-02, “Leases”, which was further clarified by ASU 2018-10, "Codification Improvements to Topic 842, Leases", and ASU 2018-11, "Leases—Targeted Improvements", both issued in July 2018. ASU 2016-02 affects all entities that lease assets and will require lessees to recognize a lease liability and a right-of-use asset for all leases (except for short-term leases that have a duration of less than one year) as of the date on which the lessor makes the underlying asset available to the lessee. For lessors, accounting for leases is substantially the same as in prior periods. ASU 2018-10 clarifies or corrects unintended application of guidance related to ASU 2016-02. The amendment affects narrow aspects of ASU 2016-02 related to the implicit rate in the lease, impairment of the net investment in the lease, lessee reassessment of lease classification, lessor reassessment of lease term and purchase options, variable payments that depend on an index or rate and certain transition adjustments. ASU 2018-11 adds a transition option for all entities and a practical expedient only for lessors. The transition option allows entities to not apply the new lease standard in the comparative periods they present in their financial statements in the year of adoption. Under the transition option, entities can opt to continue to apply the legacy guidance in ASC 840, “Leases”, including its disclosure requirements, in the comparative prior periods presented in the year they adopt the new lease standard. Entities that elect this transition option will still be required to adopt the new leases standard using the modified retrospective transition method required by the standard, but they will recognize a cumulative-effect adjustment to the opening balance of retained earnings in the period of adoption rather than in the earliest period presented. The practical expedient provides lessors with an option to not separate the non-lease components from the associated lease components when certain criteria are met and requires them to account for the combined component in accordance with the revenue recognition standard in ASC 606 if the associated non-lease components are the predominant components. The new standards are effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years for a public business entity. For all other entities, the amendments in this ASU are effective for fiscal years beginning after December 15, 2019, and interim periods within fiscal years beginning after December 15, 2020. Earlier application is permitted. While the Company expects the adoption of these standards to result in a material increase to the reported assets and liabilities, the Company has not yet determined the full impact that the adoption of this standard will have on its consolidated financial statements. In November 2019, the FASB issued ASU 2019-10 “Financial Instruments—Credit Losses (Topic 326), Derivatives and Hedging (Topic 815), and Leases (Topic 842): Effective Dates”. The amendments in this ASU amend certain effective dates for the following major ASUs (including amendments issued after the issuance of the original ASU). The effective dates for Leases after applying this ASU are as follows: Public business entities; not-for-profit entities that have issued or are conduit bond obligors for securities that are traded, listed, or quoted on an exchange or an over-the-counter market; and employee benefit plans that file or furnish financial statements with or to the SEC for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. All other entities for fiscal years beginning after December 15, 2020, and interim periods within fiscal years beginning after December 15, 2021. Early application continues to be allowed. ASU 2019-10 “Financial Instruments—Credit Losses (Topic 326), Derivatives and Hedging (Topic 815), and Leases (Topic 842): Effective Dates” amend certain effective dates for the following major updates (including amendments issued after the issuance of the original ASU): a) Accounting Standards Update No. 2016-13, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (Credit Losses). The amendments in this b) Accounting Standards Update No. 2017-12, Derivatives and Hedging (Topic 815): Targeted Improvements to Accounting for Hedging Activities (Hedging). The effective dates for Hedging after applying this In May 2014, the FASB issued ASU 2014-09, “Revenue from Contracts with Customers”. This new guidance will replace most existing US GAAP guidance on this topic. The new revenue recognition standard provides a unified model to determine when and how revenue is recognized. The core principle is that a company should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration for which the entity expects to be entitled in exchange for those goods or services. ASU 2014-09 was originally effective for public entities for annual reporting periods beginning after December 15, 2016, and interim periods within that reporting period. The effective date for all other entities was for annual reporting periods beginning after December 15, 2017, and interim periods within annual periods beginning after December 15, 2018. In August 2015, the FASB issued ASU 2015-14 which deferred, by one year, the effective date for the new revenue reporting standard for entities reporting under US GAAP. For Kaleyra, as an emerging growth company, ASU 2014-09 was effective for annual reporting periods beginning after December 15, 2018. In March 2016, the FASB issued ASU 2016-08, "Revenue from Contracts with Customers, Principal versus Agent Considerations (Reporting Revenue Gross versus Net)" clarifying the implementation guidance on principal versus agent considerations. Specifically, an entity is required to determine whether the nature of a promise is to provide the specified good or service itself (that is, the entity is a principal) or to arrange for the good or service to be provided to the customer by another party (that is, the entity is an agent). The determination influences the timing and amount of revenue recognition. In April 2016, the FASB issued ASU 2016-10, "Revenue from Contracts with Customers, Identifying Performance Obligations and Licensing", clarifying the implementation guidance on identifying performance obligations and licensing. Specifically, the amendments reduce the cost and complexity of identifying promised goods or services and improve the guidance for determining whether promises are separately identifiable. The amendments also provide implementation guidance on determining whether an entity's promise to grant a license provides a customer with either a right to use the entity's intellectual property (which is satisfied at a point in time) or a right to access the entity's intellectual property (which is satisfied over time). In May 2016, the FASB issued ASU 2016-12 "Revenue from Contracts with Customers (Topic 606), Narrow-Scope Improvements and Practical Expedients”, which amends the guidance on transition, collectability, noncash consideration and the presentation of sales and other similar taxes. ASU 2016-12 clarifies that, for a contract to be considered completed at transition, all (or substantially all) of the revenue must have been recognized under legacy GAAP. In addition, ASU 2016-12 clarifies how an entity should evaluate the collectability threshold and when an entity can recognize nonrefundable consideration received as revenue if an arrangement does not meet the standard's contract criteria. In September 2017, the FASB issued ASU 2017-13, "Revenue Recognition (Topic 605), Revenue from Contracts with Customers (Topic 606), Leases (Topic 840), and Leases (Topic 842)". These amendments provide additional clarification and implementation guidance on the previously issued ASUs. These amendments do not change the core principles of the guidance stated in ASU 2014-09, instead they are intended to clarify and improve operability of certain topics included within the revenue standard. In November 2017, the FASB issued ASU 2017-14, which includes amendments to certain SEC paragraphs within the FASB Accounting Standards Codification (Codification). ASU 2017-14 amends the Codification to incorporate SEC Staff Accounting Bulletin (SAB) No. 116 and SEC Interpretive Release on Vaccines for Federal Government Stockpiles (SEC Release No. 33-10403) that bring existing SEC staff guidance into conformity with the FASB's adoption of and amendments to ASC Topic 606, Revenue from Contracts with Customers. The effective date and transition requirements for ASU 2016-08, ASU 2016-10, ASU 2016-12, ASU 2017-13 and ASU 2017-14 are the same as the effective date and transition requirements for ASU 2015-14. The Company adopted the new accounting standard in fiscal year 2019, and, as mentioned above, the adoption did not have a material impact on its consolidated financial statements. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Accounting Policies [Abstract] | |
Summary of Useful Lives of Property and Equipment | The useful lives of property and equipment are as follows: Internal-use software development costs …………………………….. 4 years Servers ………………………………………………………………... 3 - 6 years Office equipment ……………………………………………………... 3 -5 years Leasehold improvements ……………………………………………... 5 years or remaining lease term (1) Furniture and fixtures ………………………………………………… 4 - 8 years Vehicles ………………………………………………………………. 8 - 10 years Software ………………………………………………………………. 3 years Other assets ………………………………………………………........ 4 years (1) Including renewal options Property and equipment consisted of the following (in thousands): As of December 31, 2019 2018 Internal-use software development costs $ 1,470 $ 1,440 Servers (1) 1,629 1,170 Office equipment 1,153 965 Leasehold improvements 616 222 Furniture and fixtures 388 189 Assets-in-progress (2) 665 108 Vehicles 23 49 Software 4 4 Other assets 91 103 Total property and equipment 6,039 4,250 Less: accumulated depreciation and amortization 2,646 1,909 Total property and equipment, net $ 3,393 $ 2,341 (1) Including equipment under capital leases with gross amount of $288,000 and accumulated |
Summary of Useful Lives of Intangible Assets | The useful lives of the intangible assets are as follows: Developed technology………………………………………………….... 3-6 years Customer relationships (accelerated method) …………………………... 15 – 17 years Patent ……………………………………………………………………. 3-7 years |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Fair Value Disclosures [Abstract] | |
Summary of Assets and Liabilities Measured at Fair Value on a Recurring Basis | The following tables provide the assets and liabilities measured at fair value on a recurring basis as of December 31, 2019 and 2018 (in thousands): Fair Value Hierarchy as of December 31, 2019 Aggregate Level 1 Level 2 Level 3 Fair Value Marketable securities Mutual funds (1) $ 5,124 $ — $ — $ 5,124 Total Marketable Securities $ 5,124 $ — $ — $ 5,124 Liabilities Interest Rate Swap (2) $ — $ 80 $ — $ 80 Preference shares (3) — — 2,530 2,530 Debt for forward share purchase agreements (4) — 34,059 — 34,059 Total Liabilities $ — $ 34,139 $ 2,530 $ 36,669 Fair Value Hierarchy as of December 31, 2018 Aggregate Level 1 Level 2 Level 3 Fair Value Marketable securities Mutual funds (1) $ 3,151 $ — $ — $ 3,151 Total Marketable Securities $ 3,151 $ — $ — $ 3,151 Liabilities Interest Rate Swap (2) $ — $ 97 $ — $ 97 Foreign Exchange Forward (2) — (56 ) — (56 ) Preference shares (3) — — 1,834 1,834 Contingent consideration for Solutions Infini acquisition (4) — — 482 482 Total Liabilities $ — $ 41 $ 2,316 $ 2,357 |
Summary of Values of Marketable Securities | Values of marketable securities as of December 31, 2019 and 2018 were as follows (in thousands): As of December 31, 2019 2018 Cost Unrealized gains Unrealized losses Fair value Cost Unrealized gains Unrealized losses Fair value Mutual funds $ 5,129 $ 1 $ (6 ) $ 5,124 $ 3,180 $ — $ (29 ) $ 3,151 |
Summary of Changes in Level 3 Assets and Liabilities Measured at Fair Value on Recurring Basis and Realized and Unrealized Gains (Losses) | The following tables present changes during the years ended December 31, 2019 and 2018 in Level 3 assets and liabilities measured at fair value on a recurring basis, and the realized and unrealized gains (losses) related to the Level 3 assets and liabilities in the consolidated balance sheets at December 31, 2019 and 2018 (in thousands): Fair Value Beginning of Year Net Realized and Unrealized Gains (Losses) Included in Income Other Comprehensive Income (Loss) Settlements, Net Change in scope of consolidation Gross Transfers Out Fair Value End of Year December 31, 2018 Liabilities: Preference shares $ — $ 639 $ (6 ) $ — $ 1,201 $ — $ 1,834 Contingent consideration for Solutions Infini acquisition 2,232 (71 ) (72 ) (1,137 ) — (470 ) 482 December 31, 2019 Liabilities: Preference shares 1,834 753 (57 ) — — — 2,530 Contingent consideration for Solutions Infini acquisition 482 (15 ) 23 (490 ) — — — |
Summary of Net Realized and Unrealized Gains and Losses Included in Income Related to Level 3 Liabilities | Net realized and unrealized gains and losses included in income related to Level 3 liabilities shown above are reported in the consolidated statements of operations as follows (in thousands): Research and development Sales and marketing General and administrative Financial expense, net Foreign currency loss Total December 31, 2018 Liabilities: Preference shares $ (249 ) $ (99 ) $ (200 ) $ (91 ) $ — $ (639 ) Contingent consideration for Solutions Infini acquisition — — — (22 ) 93 71 December 31, 2019 Liabilities: Preference shares (225 ) (89 ) (180 ) (259 ) — (753 ) Contingent consideration for Solutions Infini acquisition — — — (3 ) 18 15 |
Derivative Financial Instrume_2
Derivative Financial Instruments (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Derivative Instruments And Hedging Activities Disclosure [Abstract] | |
Schedule of Gain (Losses) in the Consolidated Statement of Operations Related to Derivative Contracts | The amount and location of the gains (losses) in the consolidated statements of operations related to derivative contracts is as follows (in thousands): Year Ended December 31, Derivatives Not Designed As Hedging Instruments Line Items 2019 2018 Interest Rate Swap Financial expense, net $ 16 $ (38 ) Foreign Exchange Forward Financial expense, net 361 155 Total $ 377 $ 117 |
Schedule of Fair Value Derivative Contracts Reported in Consolidated Balance Sheet | The following table presents the fair value and the location of, derivative contracts reported in the consolidated balance sheets (in thousands): As of December 31, Derivatives Not Designed As Hedging Instruments (1) Line Items 2019 2018 Interest Rate Swap Other long-term liabilities $ (80 ) $ (97 ) Foreign Exchange Forward Other current liabilities — (18 ) Foreign Exchange Forward Other long-term liabilities — (9 ) Foreign Exchange Forward Other long-term assets — 42 Foreign Exchange Forward Other current assets — 41 Total $ (80 ) $ (41 ) (1) For the classification of inputs used to evaluate the fair value of our derivatives, refer to “Note 3”. |
Business Combination (Tables)
Business Combination (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Business Combinations [Abstract] | |
Summary of Assets and Liabilities | The following table summarizes the assets and liabilities of Kaleyra, Inc., stated at historical cost at the Business Combination closing date as follows (in thousands): Cash and cash equivalents $ 231 Restricted cash 21,435 Other current assets 14 Total assets 21,680 Debt for forward share purchase agreements 34,580 Notes payable to Sellers 15,000 Notes payable to Founders, current 3,578 Account payables and other current liabilities 8,896 Total liabilities 62,054 Net liabilities $ 40,374 |
Goodwill and Intangible Asset_2
Goodwill and Intangible Assets, Net (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Summary of Goodwill | Goodwill as of December 31, 2019 and 2018 was as follows (in thousands): Balance as of December 31, 2018 $ 17,276 Effect of exchange rate (323 ) Balance as of December 31, 2019 $ 16,953 |
Summary of Intangible Assets | Intangible assets consisted of the following (in thousands): As of December 31, 2019 2018 Gross Accumulated amortization Net Gross Accumulated amortization Net Amortizable Intangible Assets Developed technology $ 2,775 $ 952 $ 1,823 $ 2,810 $ 310 $ 2,500 Customer relationships 9,077 1,631 7,446 9,243 555 8,688 Patent 113 29 84 99 11 88 Total amortizable intangible assets $ 11,965 $ 2,612 $ 9,353 $ 12,152 $ 876 $ 11,276 |
Summary of Estimated Future Amortization Expense | Total estimated future amortization expense as of December 31, 2019 is as follows (in thousands): As of December 31, 2019 2020 $ 1,689 2021 1,451 2022 1,169 2023 1,062 2024 854 2025 and thereafter 3,128 Total $ 9,353 |
Property and Equipment, Net (Ta
Property and Equipment, Net (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Property Plant And Equipment [Abstract] | |
Summary of Useful Lives of Property and Equipment | The useful lives of property and equipment are as follows: Internal-use software development costs …………………………….. 4 years Servers ………………………………………………………………... 3 - 6 years Office equipment ……………………………………………………... 3 -5 years Leasehold improvements ……………………………………………... 5 years or remaining lease term (1) Furniture and fixtures ………………………………………………… 4 - 8 years Vehicles ………………………………………………………………. 8 - 10 years Software ………………………………………………………………. 3 years Other assets ………………………………………………………........ 4 years (1) Including renewal options Property and equipment consisted of the following (in thousands): As of December 31, 2019 2018 Internal-use software development costs $ 1,470 $ 1,440 Servers (1) 1,629 1,170 Office equipment 1,153 965 Leasehold improvements 616 222 Furniture and fixtures 388 189 Assets-in-progress (2) 665 108 Vehicles 23 49 Software 4 4 Other assets 91 103 Total property and equipment 6,039 4,250 Less: accumulated depreciation and amortization 2,646 1,909 Total property and equipment, net $ 3,393 $ 2,341 (1) Including equipment under capital leases with gross amount of $288,000 and accumulated |
Summary of Amortization Expense | The amortization expense was allocated as follows (in thousands): Year Ended December 31, 2019 2018 Cost of revenue $ 302 $ 315 Research and development 53 56 Total $ 355 $ 371 |
Other Assets (Tables)
Other Assets (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Other Assets [Abstract] | |
Schedule of Other Current Assets | Other current assets consisted of the following (in thousands): As of December 31, 2019 2018 VAT receivables $ 3,136 $ 1,852 Income tax assets 270 65 Credit for tax other than income tax 358 273 Other receivables 460 354 Total other current assets $ 4,224 $ 2,544 |
Schedule of Other Long-Term Assets | Other long-term assets consisted of the following (in thousands): As of December 31, 2019 2018 Non-current income tax credit (advances and tax reduced at sources) $ 1,029 $ 1,092 Miscellaneous 174 163 Derivative financial assets — 42 Total other long-term assets $ 1,203 $ 1,297 |
Bank and Other Borrowings (Tabl
Bank and Other Borrowings (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Bank And Other Borrowings [Abstract] | |
Summary of Long-term Bank and Other Borrowings | Long-term bank and other borrowings Long-term bank and other borrowings consist of the following (in thousands): Interest Nominal Rate As of December 31, As of December 31, 2019 2018 Maturity Interest Contractual Rate 2019 2018 UniCredit S.p.A. (Line A Tranche (1) $ 3,609 $ 5,038 January 2023 Euribor 3 months + 3.10% 2.80 % 2.80 % UniCredit S.p.A. (Line A Tranche (2) 167 228 May 2023 Euribor 3 months + 3.10% 2.80 % 2.80 % UniCredit S.p.A. (Line B) 3,229 3,770 November 2023 Euribor 3 months + 2.90% 2.60 % 2.60 % UniCredit S.p.A. (Line C) 2,787 — February 2023 Euribor 3 months + 3.90% 3.53 % — Intesa Sanpaolo S.p.A. (Line 1) 988 1,572 October 2021 Euribor 3 months + 1.80% 1.88 % 1.51 % Intesa Sanpaolo S.p.A. (Line 2) 4,183 — October 2023 Euribor 3 months + 2.60% 2.60 % — UBI Banca S.p.A. (Line 1) 332 625 February 2021 1.25 % 1.25 % 1.25 % UBI Banca S.p.A. (Line 2) 1,499 — April 2021 Euribor 3 months +1.95% 1.55 % — Monte dei Paschi di Siena S.p.A. 521 — April 2022 0.95 % 0.95 % — Banco Popolare di Milano S.p.A. (Line 1) 1,336 — June 2023 Euribor 3 months + 2.00% 2.00 % — Banco Popolare di Milano S.p.A. (Line 2) 3,893 — September 2022 Euribor 3 months + 2.00% 2.00 % — Simest 1 280 382 December 2022 0.50 % 0.50 % 0.50 % Simest 2 279 379 December 2022 0.50 % 0.50 % 0.50 % Simest 3 512 — December 2022 0.50 % 0.50 % — Finlombarda S.p.A. 83 169 December 2020 0.50 % 0.50 % 0.50 % Total bank and other borrowings 23,698 12,163 Less: current portion 7,564 3,038 Total long-term portion $ 16,134 $ 9,125 |
Summary of Payments Obliged | As of December 31, 2019, the Company is obliged to make payments as follows (in thousands): As of December 31, 2019 2020 $ 7,564 2021 8,031 2022 5,254 2023 2,849 Total $ 23,698 |
Employee Benefit (Tables)
Employee Benefit (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Compensation And Retirement Disclosure [Abstract] | |
Schedule of Changes in Obligations of Defined Benefit Plans | Changes in obligations of the defined benefit plans is as follows (in thousands): As of December 31, 2019 2018 Benefit obligation at the beginning of the period $ 1,173 $ 947 Change in scope of consolidation — 155 Service cost 165 152 Interest cost 33 22 Actuarial loss 89 11 Benefit paid (13 ) (67 ) Foreign exchange translation reserve (23 ) (47 ) Benefit obligation at the end of the period $ 1,424 $ 1,173 Of which: Current (1) $ 26 $ 26 Long-term $ 1,398 $ 1,147 (1) Included within “Payroll and payroll related accrued liabilities” in the accompanying consolidated balance sheets. |
Schedule of Assumptions Used to Determine Pension Benefit Obligations | The assumptions used to determine benefit obligations at year-end are as follows: As of December 31, 2019 2018 Discount rate for Kaleyra S.p.A. (1) 0.78% 1.74% Discount rate for Solutions Infini (2) 7.25% 7.75% Rate of compensation increase for Kaleyra S.p.A. 0.50% - 3.00% 0.50% - 3.00% Rate of compensation increase for Solutions Infini 15.00% 15.00% (1) The discount rate for Kaleyra S.p.A. is based on the Euro area composite yields AA with a duration equal to the estimated term of the obligations, examined as of December 31, 2019. (2) The discount rate for Solutions Infini is based on the prevailing market yields of Indian government securities at the balance sheet date for the estimated term of the obligations. |
Accumulated Other Comprehensi_2
Accumulated Other Comprehensive Income (Loss) (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Equity [Abstract] | |
Schedule of Accumulated Balances Related to Each Component of Other Comprehensive Income (Loss) | The accumulated balances related to each component of other comprehensive income (loss) are as follows (in thousands): Cumulative Foreign Currency Translation Adjustment Cumulative net unrealized gain (loss) on marketable securities, net of tax Cumulative other comprehensive income related to joint venture Accumulated Other Comprehensive Income (Loss) As of December 31, 2017 $ 228 $ — $ (156 ) $ 72 Other comprehensive income (loss) before reclassifications (175 ) (22 ) — (197 ) Net amount reclassified from accumulated other comprehensive income (loss) — — 156 156 Net other comprehensive income (loss) (175 ) (22 ) 156 (41 ) As of December 31, 2018 53 (22 ) — 31 Other comprehensive income (loss) before reclassifications 25 38 — 63 Net amount reclassified from accumulated other comprehensive income (loss) — (20 ) — (20 ) Net other comprehensive income (loss) 25 18 — 43 As of December 31, 2019 $ 78 $ (4 ) $ — $ 74 |
Other Current and Long-Term L_2
Other Current and Long-Term Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Other Liabilities Disclosure [Abstract] | |
Schedule of Other Current Liabilities | Other current liabilities consisted of the following (in thousands): As of December 31, 2019 2018 Liabilities for tax other than income tax $ 583 $ 589 Social securities liabilities 256 180 Income tax liabilities — 43 Derivative contract liabilities — 18 Other liabilities 390 179 Total other current liabilities $ 1,229 $ 1,009 |
Schedule of Long-term Liabilities | Long-term liabilities consisted of the following (in thousands): As of December 31, 2019 2018 Long-term trade payable (see Note 27) $ 2,700 $ — Derivative contract liabilities 80 106 Other long-term liabilities 375 185 Total other long-term liabilities $ 3,155 $ 291 |
Supplemental Balance Sheet In_2
Supplemental Balance Sheet Information (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Balance Sheet Related Disclosures [Abstract] | |
Schedule of Allowance for Doubtful Accounts | A roll-forward of the Company’s allowance for doubtful accounts for the years ended December 31, 2019 and 2018 is as follows (in thousands): Year Ended December 31, 2019 2018 Balance, beginning of the period $ 157 $ 60 Accruals 800 108 Utilization of provision (84 ) — Effect of foreign exchange rate — (11 ) Balance, end of the period $ 873 $ 157 |
Geographic Information (Tables)
Geographic Information (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Segment Reporting [Abstract] | |
Summary of Revenue by Geographic Area | The following table sets forth revenue by geographic area for the years ended December 31, 2019 and 2018 (in thousands): Year Ended December 31, 2019 2018 Italy $ 60,165 $ 53,988 India 35,162 15,236 Europe (excluding Italy) 15,686 4,943 United States 9,418 2,247 Rest of the world 9,127 1,431 Total $ 129,558 $ 77,845 Year Ended December 31, 2019 2018 Italy 46.4 % 69.4 % India 27.1 % 19.6 % Europe (excluding Italy) 12.1 % 6.3 % United States 7.3 % 2.9 % Rest of the world 7.1 % 1.8 % |
Summary of Long-lived Assets by Geographic Area | The following table sets long-lived assets by geographic area as of December 31, 2019 and 2018 (in thousands): As of December 31, 2019 2018 Italy $ 1,772 $ 1,136 India 1,162 1,042 United States 437 126 Rest of the world 22 37 Total $ 3,393 $ 2,341 As of December 31, 2019 2018 Italy 52.2 % 48.5 % India 34.2 % 44.5 % United States 12.9 % 5.4 % Rest of the world 0.7 % 1.6 % |
Personnel Costs (Tables)
Personnel Costs (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Compensation Related Costs [Abstract] | |
Schedule of Allocation of Personnel Cost | were allocated as follows (in thousands): Year Ended December 31, 2019 2018 Research and development $ 4,158 $ 2,753 Sales and marketing 2,855 4,604 General and administrative 5,635 7,797 Total Personnel Costs $ 12,648 $ 15,154 |
Financial Expense, Net (Tables)
Financial Expense, Net (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Financial Expenses Net [Abstract] | |
Schedule of Financial Expense, Net | Financial expense, net for the years ended December 31, 2019 and 2018, consisted of the following (in thousands): Year Ended December 31, 2019 2018 Financial Income: Interest income $ 160 $ 31 Gain on derivatives 414 134 Dividends on marketable securities 97 4 Total Financial Income 671 169 Financial Expense: Interest expense (1,073 ) (585 ) Loss on derivatives (37 ) — Total Financial Expense (1,110 ) (585 ) Financial expense, net $ (439 ) $ (416 ) |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Commitments And Contingencies Disclosure [Abstract] | |
Schedule of Future Minimum Lease Payments under Operating Leases | Future minimum lease payments under operating leases as of December 31, 2019 are as follows (in thousands): As of December 31, 2019 2020 $ 636 2021 519 2022 506 2023 393 2024 314 2025 and thereafter 424 Total Minimum Lease Payments $ 2,792 |
Restricted Stock Units (Tables)
Restricted Stock Units (Tables) - Restricted Stock Units (RSUs) | 12 Months Ended |
Dec. 31, 2019 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Summary of Outstanding RSUs | The following table sets forth the movements in the number of outstanding RSUs for the year ended December 31, 2019: Number of shares Weighted-average grant date fair value (per share) Non-vested as of December 31, 2018 — $ — Granted 3,336,095 8.25 Non-vested as of December 31, 2019 3,336,095 $ 8.25 |
Summary of RSUs Compensation Expense | RSUs compensation expense for the year ended December 31, 2019 was $996,000, which was recorded as follows (in thousands): Year Ended December 31, 2019 Research and development $ 299 Sales and marketing 115 General and administrative 582 Total $ 996 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |
Schedule of Domestic and Foreign Components of Income (Loss) Before Income Tax Expense | The following table presents domestic and foreign components income (loss) before income tax expense for the years ended December 31, 2019 and 2018 (in thousands): Year Ended December 31, 2019 2018 Domestic $ (7,857 ) $ (635 ) Foreign 4,618 (5,041 ) Loss before income tax expense $ (3,239 ) $ (5,676 ) |
Schedule of Provision for Federal and State Income Taxes | The provision for federal and state income taxes consists of the following (in thousands): Year Ended December 31, 2019 2018 Current Domestic: US federal corporate income tax $ — $ — US state corporate income tax — — Foreign: IRES (Italian corporate income tax) 66 248 IRAP (Italian regional tax on productive activities) 50 107 Foreign (India) 1,977 935 Other Italian taxes 194 62 Current 2,287 1,352 Deferred (14 ) 72 Income tax expense $ 2,273 $ 1,424 |
Schedule of Reconciliation of the Statutory Effective Tax Rate | The differences between income taxes expected by applying the U.S. federal statutory tax rate of 21% and the amount of income taxes provided for are as follows (in thousands): Year Ended December 31, 2019 2018 Loss before income taxes $ (3,239 ) $ (5,676 ) Primary tax rate of the Company (1) 21.00 % 24.00 % Tax benefit calculated according to the Company's primary tax rate (680 ) (1,363 ) State income tax, net of Federal (483 ) — Foreign tax rates differences (2) 319 77 Change in applicable tax rates (3) (513 ) — Change in valuation allowance 2,027 213 Non-taxable income (196 ) — Costs not deductible for tax purposes 541 2,103 Costs not deductible associated with investments 36 19 CFC (Controlled Foreign Corporation rules) (4) 288 93 IRAP (Italian Regional Tax on Productive Activities) 4 154 Taxes on undistributed profits 926 180 Other taxes 4 (52 ) Reported income tax expense $ 2,273 $ 1,424 (1) For the year ended December 31, 2019, “primary tax rate of the Company” means the U.S. federal tax rate (21%); for the year ended December 31, 2018, “primary tax rate of the Company” means the applicable Italian Corporate Income Tax (IRES) rate (24%). (2) For the year ended December 31, 2019, “foreign” relates to tax jurisdictions outside the United States; for the year ended December 31, 2018, “foreign” relates to tax jurisdictions outside Italy. (3) During 2019, applicable tax rate for Solutions Infini was reduced from 29.12% to 25.17%, resulting in a tax benefit for the period. (4) Recorded by the Company in relation with the Dubai subsidiary (FZE). |
Components of Deferred Tax Assets and Liabilities | The following table presents the significant components of the Company’s deferred tax assets and liabilities (in thousands): As of December 31, 2019 2018 Deferred tax assets: Startup costs $ 2,755 $ — Deferred compensation liabilities 398 128 Property and equipment 70 148 Goodwill 119 134 Net operating loss carryforward 3,370 1,736 Other 422 173 Total deferred tax assets 7,134 2,319 Less: valuation allowance (5,591 ) (723 ) Total deferred tax assets, net 1,543 1,596 Deferred tax liabilities: Intangible assets 2,351 3,389 Undistributed profits 1,093 180 Property and equipment 134 140 Other 10 6 Total deferred tax liabilities 3,588 3,715 Net deferred tax liabilities $ (2,045 ) $ (2,119 ) |
Summary of Valuation Allowance | The following table sets forth movement in the valuation allowance for the year ended December 31, 2019 and 2018 (in thousands): Year Ended December 31, 2019 2018 Balance at the beginning of the period $ 723 $ 206 Change in scope of consolidation 2,836 305 Increase during the period 2,027 213 Effect of exchange rate changes 5 (1 ) Balance at the end of the period $ 5,591 $ 723 |
Summary of Gross Unrecognized Tax Benefits | A reconciliation of the beginning and ending amounts of gross unrecognized tax benefits as of December 31, 2019 and 2018 is as follows (in thousands): As of December 31, 2019 2018 Gross unrecognized tax benefits, beginning of the year $ 190 $ 91 Additions for tax positions of prior years — — Additions for tax positions related to the current year 193 93 Change in scope of consolidation — — Effect of exchange rate (6 ) 2 Subtotal 377 186 Interest and penalties 91 4 Total gross unrecognized tax benefits, end of the year $ 468 $ 190 |
Loss Per Share Attributable t_2
Loss Per Share Attributable to Common Stockholders (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Earnings Per Share [Abstract] | |
Schedule of Calculation of Basic and Diluted Loss Per Share Attributable to Common Stockholders | The following table sets forth the calculation of basic and diluted loss per share attributable to common stockholders during the period presented (in thousands, except share and per share data): Year Ended December 31, 2019 2018 Net loss attributable to common stockholders $ (5,512 ) $ (7,100 ) Weighted-Average shares used to compute net loss per share attributable to common stockholders, basic and diluted 11,603,381 9,828,411 Net loss per share attributable to common stockholders, basic and diluted $ (0.48 ) $ (0.72 ) |
Transactions with Related Par_2
Transactions with Related Parties (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Related Party Transactions [Abstract] | |
Schedule of Expenses for Related Parties | The following table presents the expenses for related parties reported in the consolidated statements of operations (in thousands): Year Ended December 31, 2019 2018 Research and development $ 180 $ 200 General and administrative $ 874 $ 1,112 |
Description of Organization a_2
Description of Organization and Business Operations - Additional Information (Details) - $ / shares | Jan. 18, 2018 | Dec. 12, 2017 | Dec. 31, 2019 |
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items] | |||
Number of shares of common stock per unit | 1 | ||
Common stock, par value | $ 0.0001 | $ 0.0001 | |
Initial Public Offering | |||
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items] | |||
Units sold in offering | 12,500,000 | ||
Sale of stock price per unit | $ 10 | ||
Second Closing of Offering | |||
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items] | |||
Sale of stock price per unit | $ 10 | ||
Units sold in offering | 1,875,000 | ||
Rights | |||
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items] | |||
Number of shares of common stock each holder receive | 0.10 | ||
Warrants | |||
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items] | |||
Number of shares of common stock each holder receive | 0.75 | 4 | |
Business combination, share price | $ 11.50 | $ 11.50 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Additional Information (Details) | 12 Months Ended | ||
Dec. 31, 2019USD ($)CreditFacilityCustomer | Dec. 31, 2018USD ($)Customer | Dec. 31, 2017USD ($) | |
Schedule Of Significant Accounting Policies [Line Items] | |||
Total current assets | $ 86,502,000 | $ 44,586,000 | |
Total current liabilities | 125,946,000 | 54,631,000 | |
Net liabilities current | 39,400,000 | ||
Business combination transaction related costs | 13,100,000 | ||
Business combination, deferred consideration | 15,000,000 | ||
Obligations net under shares purchase forward agreements entered by former entity | 13,200,000 | ||
Business combination, notes payable acquired | $ 3,600,000 | ||
Number of new line of credit facilities | CreditFacility | 2 | ||
Revenue | $ 129,558,000 | 77,845,000 | |
Number of performance obligations | 1 | ||
Subscription-based fee contractual period | 1 year | ||
Contract assets | $ 0 | ||
Deferred revenue | 1,397,000 | 1,500,000 | |
Deferred revenue recognized | 1,500,000 | ||
Marketable securities | $ 5,100,000 | 3,200,000 | |
Recognized income tax positions | greater than 50 percent | ||
Restricted Cash | $ 20,900,000 | 0 | |
Allowance for doubtful accounts | 873,000 | 157,000 | $ 60,000 |
Goodwill impairment charges | 0 | ||
Impairment charges | 0 | 0 | |
Sales and Marketing | |||
Schedule Of Significant Accounting Policies [Line Items] | |||
Advertising costs | $ 956,000 | $ 578,000 | |
Internal-use Software Development Costs | |||
Schedule Of Significant Accounting Policies [Line Items] | |||
Property and equipment, useful life | 4 years | ||
Usage-Based Fees | |||
Schedule Of Significant Accounting Policies [Line Items] | |||
Performance obligation | 98.00% | 98.00% | |
Term-Based Fees | |||
Schedule Of Significant Accounting Policies [Line Items] | |||
Performance obligation | 2.00% | 2.00% | |
Customer Concentration Risk | Revenue | |||
Schedule Of Significant Accounting Policies [Line Items] | |||
Concentration risk percentage | 10.00% | 10.00% | |
Number of customers | Customer | 1 | 3 | |
Customer Concentration Risk | Trade Receivables | |||
Schedule Of Significant Accounting Policies [Line Items] | |||
Concentration risk percentage | 10.00% | 10.00% | |
Number of customers | Customer | 0 | 0 | |
Customer 1 | Customer Concentration Risk | |||
Schedule Of Significant Accounting Policies [Line Items] | |||
Revenue | $ 13,400,000 | $ 13,600,000 | |
Customer 2 | Customer Concentration Risk | |||
Schedule Of Significant Accounting Policies [Line Items] | |||
Revenue | 10,900,000 | 8,100,000 | |
Customer 3 | Customer Concentration Risk | |||
Schedule Of Significant Accounting Policies [Line Items] | |||
Revenue | $ 9,200,000 | $ 8,800,000 | |
Minimum | |||
Schedule Of Significant Accounting Policies [Line Items] | |||
Long-term financing agreements, repayment schedule extension period | 3 months | ||
Maximum | |||
Schedule Of Significant Accounting Policies [Line Items] | |||
Long-term financing agreements, repayment schedule extension period | 6 months |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Summary of Useful Lives of Property and Equipment (Details) | 12 Months Ended | |
Dec. 31, 2019 | ||
Other Assets | ||
Schedule Of Significant Accounting Policies [Line Items] | ||
Property and equipment, useful life | 4 years | |
Internal-use Software Development Costs | ||
Schedule Of Significant Accounting Policies [Line Items] | ||
Property and equipment, useful life | 4 years | |
Servers | Minimum | ||
Schedule Of Significant Accounting Policies [Line Items] | ||
Property and equipment, useful life | 3 years | |
Servers | Maximum | ||
Schedule Of Significant Accounting Policies [Line Items] | ||
Property and equipment, useful life | 6 years | |
Office Equipment | Minimum | ||
Schedule Of Significant Accounting Policies [Line Items] | ||
Property and equipment, useful life | 3 years | |
Office Equipment | Maximum | ||
Schedule Of Significant Accounting Policies [Line Items] | ||
Property and equipment, useful life | 5 years | |
Leasehold Improvements | ||
Schedule Of Significant Accounting Policies [Line Items] | ||
Property and equipment, useful life | 5 years or remaining lease term | [1] |
Furniture and Fixtures | Minimum | ||
Schedule Of Significant Accounting Policies [Line Items] | ||
Property and equipment, useful life | 4 years | |
Furniture and Fixtures | Maximum | ||
Schedule Of Significant Accounting Policies [Line Items] | ||
Property and equipment, useful life | 8 years | |
Vehicles | Minimum | ||
Schedule Of Significant Accounting Policies [Line Items] | ||
Property and equipment, useful life | 8 years | |
Vehicles | Maximum | ||
Schedule Of Significant Accounting Policies [Line Items] | ||
Property and equipment, useful life | 10 years | |
Software | ||
Schedule Of Significant Accounting Policies [Line Items] | ||
Property and equipment, useful life | 3 years | |
[1] | Including renewal options |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Summary of Useful Lives of Intangible Assets (Details) | 12 Months Ended |
Dec. 31, 2019 | |
Developed Technology | Minimum | |
Schedule Of Significant Accounting Policies [Line Items] | |
Intangible assets, useful life | 3 years |
Developed Technology | Maximum | |
Schedule Of Significant Accounting Policies [Line Items] | |
Intangible assets, useful life | 6 years |
Customer Relationships | Minimum | |
Schedule Of Significant Accounting Policies [Line Items] | |
Intangible assets, useful life | 15 years |
Customer Relationships | Maximum | |
Schedule Of Significant Accounting Policies [Line Items] | |
Intangible assets, useful life | 17 years |
Patent | Minimum | |
Schedule Of Significant Accounting Policies [Line Items] | |
Intangible assets, useful life | 3 years |
Patent | Maximum | |
Schedule Of Significant Accounting Policies [Line Items] | |
Intangible assets, useful life | 7 years |
Fair Value Measurements - Summa
Fair Value Measurements - Summary of Assets and Liabilities Measured at Fair Value on a Recurring Basis (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Marketable securities | ||
Total Marketable Securities | $ 5,100 | $ 3,200 |
Recurring Basis | ||
Marketable securities | ||
Total Marketable Securities | 5,124 | 3,151 |
Liabilities | ||
Total Liabilities | 36,669 | 2,357 |
Recurring Basis | Mutual Fund | ||
Marketable securities | ||
Total Marketable Securities | 5,124 | 3,151 |
Recurring Basis | Interest Rate Swap | ||
Liabilities | ||
Total Liabilities | 80 | 97 |
Recurring Basis | Foreign Exchange Forward | ||
Liabilities | ||
Total Liabilities | (56) | |
Recurring Basis | Preference Shares | ||
Liabilities | ||
Total Liabilities | 2,530 | 1,834 |
Recurring Basis | Debt for Forward Share Repurchase Agreement | ||
Liabilities | ||
Total Liabilities | 34,059 | |
Recurring Basis | Contingent Consideration for Solutions Infini Acquisition | ||
Liabilities | ||
Total Liabilities | 482 | |
Recurring Basis | Level 1 | ||
Marketable securities | ||
Total Marketable Securities | 5,124 | 3,151 |
Recurring Basis | Level 1 | Mutual Fund | ||
Marketable securities | ||
Total Marketable Securities | 5,124 | 3,151 |
Recurring Basis | Level 2 | ||
Liabilities | ||
Total Liabilities | 34,139 | 41 |
Recurring Basis | Level 2 | Interest Rate Swap | ||
Liabilities | ||
Total Liabilities | 80 | 97 |
Recurring Basis | Level 2 | Foreign Exchange Forward | ||
Liabilities | ||
Total Liabilities | (56) | |
Recurring Basis | Level 2 | Debt for Forward Share Repurchase Agreement | ||
Liabilities | ||
Total Liabilities | 34,059 | |
Recurring Basis | Level 3 | ||
Liabilities | ||
Total Liabilities | 2,530 | 2,316 |
Recurring Basis | Level 3 | Preference Shares | ||
Liabilities | ||
Total Liabilities | $ 2,530 | 1,834 |
Recurring Basis | Level 3 | Contingent Consideration for Solutions Infini Acquisition | ||
Liabilities | ||
Total Liabilities | $ 482 |
Fair Value Measurements - Sum_2
Fair Value Measurements - Summary of Values of Marketable Securities (Details) - Mutual Fund - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Schedule Of Available For Sale Securities [Line Items] | ||
Marketable securities, Cost | $ 5,129 | $ 3,180 |
Marketable securities, Unrealized gains | 1 | |
Marketable securities, Unrealized losses | (6) | (29) |
Marketable securities, Fair value | $ 5,124 | $ 3,151 |
Fair Value Measurements - Sum_3
Fair Value Measurements - Summary of Changes in Level 3 Assets and Liabilities Measured at Fair Value on Recurring Basis and Realized and Unrealized Gains (Losses) (Details) - Level 3 - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Preference Shares | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | ||
Net Realized and Unrealized Gains (Losses) Included in Income | $ (753) | $ (639) |
Contingent Consideration for Solutions Infini Acquisition | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | ||
Net Realized and Unrealized Gains (Losses) Included in Income | 15 | 71 |
Recurring Basis | Preference Shares | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | ||
Fair Value Beginning of Year | 1,834 | |
Net Realized and Unrealized Gains (Losses) Included in Income | 753 | 639 |
Other Comprehensive Income (Loss) | (57) | (6) |
Change in scope of consolidation | 1,201 | |
Fair Value End of Year | 2,530 | 1,834 |
Recurring Basis | Contingent Consideration for Solutions Infini Acquisition | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | ||
Fair Value Beginning of Year | 482 | 2,232 |
Net Realized and Unrealized Gains (Losses) Included in Income | (15) | (71) |
Other Comprehensive Income (Loss) | 23 | (72) |
Settlements, Net | $ (490) | (1,137) |
Gross Transfers Out | (470) | |
Fair Value End of Year | $ 482 |
Fair Value Measurements - Sum_4
Fair Value Measurements - Summary of Net Realized and Unrealized Gains and Losses Included in Income Related to Level 3 Liabilities (Details) - Level 3 - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Preference Shares | ||
Fair Value Liabilities Measured On Recurring Basis Unobservable Input Reconciliation [Line Items] | ||
Net Realized and Unrealized Gains (Losses) Included in Income | $ (753) | $ (639) |
Contingent Consideration for Solutions Infini Acquisition | ||
Fair Value Liabilities Measured On Recurring Basis Unobservable Input Reconciliation [Line Items] | ||
Net Realized and Unrealized Gains (Losses) Included in Income | 15 | 71 |
Research and Development | Preference Shares | ||
Fair Value Liabilities Measured On Recurring Basis Unobservable Input Reconciliation [Line Items] | ||
Net Realized and Unrealized Gains (Losses) Included in Income | (225) | (249) |
Sales and Marketing | Preference Shares | ||
Fair Value Liabilities Measured On Recurring Basis Unobservable Input Reconciliation [Line Items] | ||
Net Realized and Unrealized Gains (Losses) Included in Income | (89) | (99) |
General and Administrative | Preference Shares | ||
Fair Value Liabilities Measured On Recurring Basis Unobservable Input Reconciliation [Line Items] | ||
Net Realized and Unrealized Gains (Losses) Included in Income | (180) | (200) |
Financial Expense, Net | Preference Shares | ||
Fair Value Liabilities Measured On Recurring Basis Unobservable Input Reconciliation [Line Items] | ||
Net Realized and Unrealized Gains (Losses) Included in Income | (259) | (91) |
Financial Expense, Net | Contingent Consideration for Solutions Infini Acquisition | ||
Fair Value Liabilities Measured On Recurring Basis Unobservable Input Reconciliation [Line Items] | ||
Net Realized and Unrealized Gains (Losses) Included in Income | (3) | (22) |
Foreign Currency Loss | Contingent Consideration for Solutions Infini Acquisition | ||
Fair Value Liabilities Measured On Recurring Basis Unobservable Input Reconciliation [Line Items] | ||
Net Realized and Unrealized Gains (Losses) Included in Income | $ 18 | $ 93 |
Derivative Financial Instrume_3
Derivative Financial Instruments - Additional Information (Details) - Not Designated as Hedging Instruments € in Millions, $ in Millions | Dec. 31, 2019USD ($) | Dec. 31, 2019EUR (€) | Dec. 31, 2018USD ($) | Dec. 31, 2018EUR (€) |
Interest Rate Swap | ||||
Derivative Instruments Gain Loss [Line Items] | ||||
Derivative, notional amount | $ 7 | € 6.3 | $ 9 | € 7.9 |
Foreign Exchange Forward | ||||
Derivative Instruments Gain Loss [Line Items] | ||||
Derivative, notional amount | $ 7.1 |
Derivative Financial Instrume_4
Derivative Financial Instruments - Schedule of Gain (Losses) in Consolidated Statement of Operations Related to Derivative Contracts (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Derivative Instruments Gain Loss [Line Items] | ||
Total | $ 377 | $ 117 |
Interest Rate Swap | Financial Expense, Net | ||
Derivative Instruments Gain Loss [Line Items] | ||
Gain loss on interest rate derivative instruments | 16 | (38) |
Foreign Exchange Forward | Financial Expense, Net | ||
Derivative Instruments Gain Loss [Line Items] | ||
Gain loss on Foreign exchange forward derivative instruments | $ 361 | $ 155 |
Derivative Financial Instrume_5
Derivative Financial Instruments - Schedule of Fair Value Derivative Contracts Reported in Consolidated Balance Sheet (Details) - Not Designated as Hedging Instruments - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Derivative Instruments Gain Loss [Line Items] | ||
Derivative, total | $ (80) | $ (41) |
Interest Rate Swap | Other Long-Term Liabilities | ||
Derivative Instruments Gain Loss [Line Items] | ||
Derivative on interest rate | $ (80) | (97) |
Foreign Exchange Forward | Other Long-Term Liabilities | ||
Derivative Instruments Gain Loss [Line Items] | ||
Derivative on foreign exchange | (9) | |
Foreign Exchange Forward | Other Current Liabilities | ||
Derivative Instruments Gain Loss [Line Items] | ||
Derivative on foreign exchange | (18) | |
Foreign Exchange Forward | Other Long-Term Assets | ||
Derivative Instruments Gain Loss [Line Items] | ||
Derivative on foreign exchange | 42 | |
Foreign Exchange Forward | Other Current Assets | ||
Derivative Instruments Gain Loss [Line Items] | ||
Derivative on foreign exchange | $ 41 |
Business Combination - Addition
Business Combination - Additional Information (Details) - USD ($) | Nov. 25, 2019 | Dec. 31, 2019 | Nov. 24, 2019 | Dec. 31, 2018 |
Business Acquisition [Line Items] | ||||
Common stock, shares issued | 19,977,113 | 19,977,113 | ||
Common stock, shares outstanding | 19,977,113 | 19,977,113 | ||
Balance in trust account | $ 40,800,000 | |||
Goodwill | $ 16,953,000 | $ 17,276,000 | ||
Direct and incremental costs | 13,100,000 | |||
Former Securityholders of Gig Capital | ||||
Business Acquisition [Line Items] | ||||
Business acquisition ownership percentage | 46.50% | |||
Esse Effe S.p.A | ||||
Business Acquisition [Line Items] | ||||
Cash consideration | $ 6,000,000 | |||
Maya | ||||
Business Acquisition [Line Items] | ||||
Cash consideration | $ 1,500,000 | |||
Kaleyra, Inc | ||||
Business Acquisition [Line Items] | ||||
Business acquisition ownership percentage | 63.36% | |||
Goodwill | $ 0 | |||
Other intangible assets | 0 | |||
Direct and incremental costs | $ 7,700,000 | |||
Stock Purchase Agreement | Esse Effe S.p.A | ||||
Business Acquisition [Line Items] | ||||
Cash consideration | 6,000,000 | |||
Stock Purchase Agreement | Maya | ||||
Business Acquisition [Line Items] | ||||
Cash consideration | $ 1,500,000 | |||
Common Stock | ||||
Business Acquisition [Line Items] | ||||
Stock redemption price per share | $ 10.5019 | |||
Common Stock | Stock Purchase Agreement | ||||
Business Acquisition [Line Items] | ||||
Closing of business combination share consideration | 10,687,106 |
Business Combination - Summary
Business Combination - Summary of Assets and Liabilities (Details) - USD ($) | Dec. 31, 2019 | Nov. 25, 2019 |
Business Acquisition [Line Items] | ||
Debt for forward share purchase agreements | $ 3,600,000 | |
Kaleyra, Inc | ||
Business Acquisition [Line Items] | ||
Cash and cash equivalents | $ 231 | |
Restricted cash | 21,435 | |
Other current assets | 14 | |
Total assets | 21,680 | |
Debt for forward share purchase agreements | 34,580 | |
Notes payable to Sellers | 15,000 | |
Notes payable to Founders, current | 3,578 | |
Account payables and other current liabilities | 8,896 | |
Total liabilities | 62,054 | |
Net liabilities | $ 40,374 |
Goodwill and Intangible Asset_3
Goodwill and Intangible Assets, Net- Summary of Goodwill (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2019USD ($) | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Beginning balance | $ 17,276 |
Effect of exchange rate | (323) |
Ending balance | $ 16,953 |
Goodwill and Intangible Asset_4
Goodwill and Intangible Assets, Net- Summary of Intangible Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Acquired Finite Lived Intangible Assets [Line Items] | ||
Gross | $ 11,965 | $ 12,152 |
Accumulated amortization | 2,612 | 876 |
Net | 9,353 | 11,276 |
Developed Technology | ||
Acquired Finite Lived Intangible Assets [Line Items] | ||
Gross | 2,775 | 2,810 |
Accumulated amortization | 952 | 310 |
Net | 1,823 | 2,500 |
Customer Relationships | ||
Acquired Finite Lived Intangible Assets [Line Items] | ||
Gross | 9,077 | 9,243 |
Accumulated amortization | 1,631 | 555 |
Net | 7,446 | 8,688 |
Patent | ||
Acquired Finite Lived Intangible Assets [Line Items] | ||
Gross | 113 | 99 |
Accumulated amortization | 29 | 11 |
Net | $ 84 | $ 88 |
Goodwill and Intangible Asset_5
Goodwill and Intangible Assets, Net - Additional Information (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Goodwill And Intangible Assets Disclosure [Abstract] | ||
Amortization expense | $ 1,800,000 | $ 860,000 |
Goodwill and Intangible Asset_6
Goodwill and Intangible Assets, Net - Summary of Estimated Future Amortization Expense (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Goodwill And Intangible Assets Disclosure [Abstract] | ||
2020 | $ 1,689 | |
2021 | 1,451 | |
2022 | 1,169 | |
2023 | 1,062 | |
2024 | 854 | |
2025 and thereafter | 3,128 | |
Net | $ 9,353 | $ 11,276 |
Property and Equipment, Net - S
Property and Equipment, Net - Summary of Property and Equipment (Details) - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 |
Property Plant And Equipment [Line Items] | ||
Total property and equipment | $ 6,039,000 | $ 4,250,000 |
Less: accumulated depreciation and amortization | 2,646,000 | 1,909,000 |
Total property and equipment, net | 3,393,000 | 2,341,000 |
Internal-Use Software Development Costs | ||
Property Plant And Equipment [Line Items] | ||
Total property and equipment | 1,470,000 | 1,440,000 |
Servers | ||
Property Plant And Equipment [Line Items] | ||
Total property and equipment | 1,629,000 | 1,170,000 |
Office Equipment | ||
Property Plant And Equipment [Line Items] | ||
Total property and equipment | 1,153,000 | 965,000 |
Leasehold Improvements | ||
Property Plant And Equipment [Line Items] | ||
Total property and equipment | 616,000 | 222,000 |
Furniture and Fixtures | ||
Property Plant And Equipment [Line Items] | ||
Total property and equipment | 388,000 | 189,000 |
Assets-in-Progress | ||
Property Plant And Equipment [Line Items] | ||
Total property and equipment | 665,000 | 108,000 |
Vehicles | ||
Property Plant And Equipment [Line Items] | ||
Total property and equipment | 23,000 | 49,000 |
Software | ||
Property Plant And Equipment [Line Items] | ||
Total property and equipment | 4,000 | 4,000 |
Other Assets | ||
Property Plant And Equipment [Line Items] | ||
Total property and equipment | $ 91,000 | $ 103,000 |
Property and Equipment, Net -_2
Property and Equipment, Net - Summary of Property and Equipment (Parenthetical) (Details) - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 |
Property Plant And Equipment [Line Items] | ||
Total property and equipment | $ 6,039,000 | $ 4,250,000 |
Servers | ||
Property Plant And Equipment [Line Items] | ||
Equipment under capital leases, gross | 288,000 | 94,000 |
Accumulated depreciation | 78,000 | 31,000 |
Total property and equipment | 1,629,000 | 1,170,000 |
Assets-in-Progress | ||
Property Plant And Equipment [Line Items] | ||
Total property and equipment | 665,000 | $ 108,000 |
Internal-use Software Development In-progress | ||
Property Plant And Equipment [Line Items] | ||
Total property and equipment | 546,000 | |
Software in-Progress | ||
Property Plant And Equipment [Line Items] | ||
Total property and equipment | $ 119,000 |
Property and Equipment, Net - A
Property and Equipment, Net - Additional Information (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Property Plant And Equipment [Line Items] | ||
Depreciation and amortization expense | $ 879,000 | $ 670,000 |
Capitalized internal-use software development costs | 602,000 | 657,000 |
Stock-based compensation expense capitalized | 0 | 0 |
Amortization of capitalized software development costs | 355,000 | $ 371,000 |
Internal-use Software In-use | ||
Property Plant And Equipment [Line Items] | ||
Capitalized internal-use software development costs | 60,000 | |
Internal-use Software Development In-progress | ||
Property Plant And Equipment [Line Items] | ||
Capitalized internal-use software development costs | $ 542,000 |
Property and Equipment, Net -_3
Property and Equipment, Net - Summary of Amortization Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Property Plant And Equipment [Line Items] | ||
Total | $ 355 | $ 371 |
Cost of Revenue | ||
Property Plant And Equipment [Line Items] | ||
Total | 302 | 315 |
Research and Development | ||
Property Plant And Equipment [Line Items] | ||
Total | $ 53 | $ 56 |
Other Assets - Schedule of Othe
Other Assets - Schedule of Other Current Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Other Assets [Abstract] | ||
VAT receivables | $ 3,136 | $ 1,852 |
Income tax assets | 270 | 65 |
Credit for tax other than income tax | 358 | 273 |
Other receivables | 460 | 354 |
Total other current assets | $ 4,224 | $ 2,544 |
Other Assets - Schedule of Ot_2
Other Assets - Schedule of Other Long-Term Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Other Assets [Abstract] | ||
Non-current income tax credit (advances and tax reduced at sources) | $ 1,029 | $ 1,092 |
Miscellaneous | 174 | 163 |
Derivative financial assets | 42 | |
Total other long-term assets | $ 1,203 | $ 1,297 |
Bank and Other Borrowings - Add
Bank and Other Borrowings - Additional Information (Details) | Aug. 02, 2019EUR (€) | Jul. 25, 2019EUR (€) | Jul. 23, 2019EUR (€) | Apr. 30, 2019EUR (€) | Apr. 10, 2019EUR (€) | Jan. 30, 2019EUR (€) | Jul. 23, 2018EUR (€) | Jul. 27, 2017EUR (€)FacilityRepayment | Feb. 15, 2017EUR (€)Repayment | Dec. 31, 2019USD ($) | Dec. 31, 2018USD ($) | Nov. 15, 2017EUR (€) |
Bank and Other Borrowings [Line Items] | ||||||||||||
Current portion of bank and other borrowings | $ 11,243,000 | $ 4,686,000 | ||||||||||
Long-term bank and other borrowings, current | 7,500,000 | 3,000,000 | ||||||||||
Credit line facilities | 3,700,000 | 1,600,000 | ||||||||||
Line of credit facility, maximum borrowing capacity | 5,600,000 | 4,600,000 | ||||||||||
Line of credit facility, used | $ 3,700,000 | 1,600,000 | ||||||||||
Interest variable rates | 1.00% | |||||||||||
Weighted average interest rate | 1.35% | |||||||||||
Debt issuance costs | $ 169,000 | |||||||||||
Interest expense | 565,000 | 322,000 | ||||||||||
Unicredit S.p.A. | Medium Term Financing Agreement | ||||||||||||
Bank and Other Borrowings [Line Items] | ||||||||||||
Interest variable rates | 3.90% | |||||||||||
Debt instrument face amount | € 2,500,000 | $ 2,800,000 | ||||||||||
Frequency of periodic repayment | quarterly | |||||||||||
Description of variable rate | Euribor 3 months plus 3.9% spread | |||||||||||
Unicredit S.p.A. | Long Term Financing Agreement | ||||||||||||
Bank and Other Borrowings [Line Items] | ||||||||||||
Debt instrument face amount | € 8,200,000 | $ 9,600,000 | ||||||||||
Number of facilities | Facility | 2 | |||||||||||
Unicredit S.p.A. | Long Term Financing Agreement | Line A | ||||||||||||
Bank and Other Borrowings [Line Items] | ||||||||||||
Line of credit facility, maximum borrowing capacity | € 4,900,000 | 5,700,000 | ||||||||||
Frequency of periodic repayment | quarterly | |||||||||||
Number of frequency repayment | Repayment | 16 | |||||||||||
Debt instrument, maturity year | 2022 | |||||||||||
Unicredit S.p.A. | Long Term Financing Agreement | Tranche 1 | ||||||||||||
Bank and Other Borrowings [Line Items] | ||||||||||||
Debt instrument face amount | € 4,700,000 | 5,500,000 | ||||||||||
Unicredit S.p.A. | Long Term Financing Agreement | Tranche 2 | ||||||||||||
Bank and Other Borrowings [Line Items] | ||||||||||||
Debt instrument additional face amount | 236,000 | € 200,000 | ||||||||||
Unicredit S.p.A. | Long Term Financing Agreement | Line B | ||||||||||||
Bank and Other Borrowings [Line Items] | ||||||||||||
Line of credit facility, maximum borrowing capacity | € 3,300,000 | 3,900,000 | ||||||||||
Frequency of periodic repayment | quarterly | |||||||||||
Maturity, month and year | 2023-05 | |||||||||||
Intesa SanPaolo S.p.A. | Medium Term Financing Agreement | ||||||||||||
Bank and Other Borrowings [Line Items] | ||||||||||||
Interest variable rates | 2.60% | |||||||||||
Debt instrument face amount | € 4,000,000 | $ 4,500,000 | ||||||||||
Frequency of periodic repayment | quarterly | |||||||||||
Description of variable rate | Euribor 3 months plus 2.6% spread | |||||||||||
Debt instrument maturity period | 48 months | |||||||||||
Intesa SanPaolo S.p.A. | 2018 Medium-term Financing Agreement | ||||||||||||
Bank and Other Borrowings [Line Items] | ||||||||||||
Debt instrument face amount | € 1,500,000 | $ 1,700,000 | ||||||||||
Frequency of periodic repayment | quarterly | |||||||||||
Maturity, month and year | 2021-07 | |||||||||||
Banco Popolare di Milano S.p.A. | Medium Term Financing Agreement | ||||||||||||
Bank and Other Borrowings [Line Items] | ||||||||||||
Interest variable rates | 2.00% | |||||||||||
Debt instrument face amount | € 4,000,000 | $ 4,500,000 | ||||||||||
Frequency of periodic repayment | quarterly | |||||||||||
Description of variable rate | Euribor 3 months plus 2.0% spread | |||||||||||
Debt instrument maturity period | 24 months | |||||||||||
Banco Popolare di Milano S.p.A. | Long Term Financing Agreement | ||||||||||||
Bank and Other Borrowings [Line Items] | ||||||||||||
Debt instrument face amount | € 1,200,000 | $ 1,300,000 | ||||||||||
Frequency of periodic repayment | quarterly | |||||||||||
Maturity, month and year | 2023-06 | |||||||||||
UBI Banca S.p.A | Medium Term Financing Agreement | ||||||||||||
Bank and Other Borrowings [Line Items] | ||||||||||||
Debt instrument face amount | € 1,000,000 | $ 1,100,000 | ||||||||||
Frequency of periodic repayment | quarterly | |||||||||||
Maturity, month and year | 2021-02 | |||||||||||
Number of frequency repayment | Repayment | 12 | |||||||||||
UBI Banca S.p.A | Long Term Financing Agreement | ||||||||||||
Bank and Other Borrowings [Line Items] | ||||||||||||
Debt instrument face amount | € 2,000,000 | $ 2,200,000 | ||||||||||
Frequency of periodic repayment | monthly | |||||||||||
Maturity, month and year | 2021-04 | |||||||||||
Monte dei Paschi di Siena S.p.A. | ||||||||||||
Bank and Other Borrowings [Line Items] | ||||||||||||
Interest variable rates | 0.95% | |||||||||||
Maturity, month and year | 2022-04 | |||||||||||
Monte dei Paschi di Siena S.p.A. | Long Term Financing Agreement | ||||||||||||
Bank and Other Borrowings [Line Items] | ||||||||||||
Debt instrument face amount | € 600,000 | $ 673,000 | ||||||||||
Frequency of periodic repayment | monthly | |||||||||||
Maturity, month and year | 2022-04 | |||||||||||
Simest | Long Term Financing Agreement | ||||||||||||
Bank and Other Borrowings [Line Items] | ||||||||||||
Debt instrument face amount | € 608,000 | $ 682,000 | ||||||||||
Frequency of periodic repayment | quarterly | |||||||||||
Maturity, month and year | 2022-12 | |||||||||||
Minimum | ||||||||||||
Bank and Other Borrowings [Line Items] | ||||||||||||
Interest variable rates | 0.60% | |||||||||||
Maximum | ||||||||||||
Bank and Other Borrowings [Line Items] | ||||||||||||
Interest variable rates | 7.60% |
Bank and Other Borrowings - Sum
Bank and Other Borrowings - Summary of Long-term Bank and Other Borrowings (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Bank and Other Borrowings [Line Items] | ||
Total Financial Liabilities | $ 23,698 | $ 12,163 |
Less: current portion | 7,564 | 3,038 |
Total long-term portion | $ 16,134 | 9,125 |
Contractual Interest Rate, Percentage | 1.00% | |
Unicredit S.p.A. (Line A Tranche (1) | ||
Bank and Other Borrowings [Line Items] | ||
Total Financial Liabilities | $ 3,609 | $ 5,038 |
Maturity | 2023-01 | |
Contractual Interest Rate | Euribor 3 months + 3.10% | |
Contractual Interest Rate, Percentage | 3.10% | |
Interest Nominal Rate | 2.80% | 2.80% |
Unicredit S.p.A. (Line A Tranche (2) | ||
Bank and Other Borrowings [Line Items] | ||
Total Financial Liabilities | $ 167 | $ 228 |
Maturity | 2023-05 | |
Contractual Interest Rate | Euribor 3 months + 3.10% | |
Contractual Interest Rate, Percentage | 3.10% | |
Interest Nominal Rate | 2.80% | 2.80% |
Unicredit S.p.A. (Line B) | ||
Bank and Other Borrowings [Line Items] | ||
Total Financial Liabilities | $ 3,229 | $ 3,770 |
Maturity | 2023-11 | |
Contractual Interest Rate | Euribor 3 months + 2.90% | |
Contractual Interest Rate, Percentage | 2.90% | |
Interest Nominal Rate | 2.60% | 2.60% |
Unicredit S.p.A. (Line C) | ||
Bank and Other Borrowings [Line Items] | ||
Total Financial Liabilities | $ 2,787 | |
Maturity | 2023-02 | |
Contractual Interest Rate | Euribor 3 months + 3.90% | |
Contractual Interest Rate, Percentage | 3.90% | |
Interest Nominal Rate | 3.53% | |
Intesa San Paolo S.p.A. (Line 1) | ||
Bank and Other Borrowings [Line Items] | ||
Total Financial Liabilities | $ 988 | $ 1,572 |
Maturity | 2021-10 | |
Contractual Interest Rate | Euribor 3 months + 1.80% | |
Contractual Interest Rate, Percentage | 1.80% | |
Interest Nominal Rate | 1.88% | 1.51% |
Intesa San Paolo S.p.A. (Line 2) | ||
Bank and Other Borrowings [Line Items] | ||
Total Financial Liabilities | $ 4,183 | |
Maturity | 2023-10 | |
Contractual Interest Rate | Euribor 3 months + 2.60% | |
Contractual Interest Rate, Percentage | 2.60% | |
Interest Nominal Rate | 2.60% | |
UBI Banca S.p.A. (Line 1) | ||
Bank and Other Borrowings [Line Items] | ||
Total Financial Liabilities | $ 332 | $ 625 |
Maturity | 2021-02 | |
Contractual Interest Rate, Percentage | 1.25% | |
Interest Nominal Rate | 1.25% | 1.25% |
UBI Banca S.p.A. (Line 2) | ||
Bank and Other Borrowings [Line Items] | ||
Total Financial Liabilities | $ 1,499 | |
Maturity | 2021-04 | |
Contractual Interest Rate | Euribor 3 months +1.95% | |
Contractual Interest Rate, Percentage | 1.95% | |
Interest Nominal Rate | 1.55% | |
Monte dei Paschi di Siena S.p.A. | ||
Bank and Other Borrowings [Line Items] | ||
Total Financial Liabilities | $ 521 | |
Maturity | 2022-04 | |
Contractual Interest Rate, Percentage | 0.95% | |
Interest Nominal Rate | 0.95% | |
Banco Popolare di Milano S.p.A. (Line 1) | ||
Bank and Other Borrowings [Line Items] | ||
Total Financial Liabilities | $ 1,336 | |
Maturity | 2023-06 | |
Contractual Interest Rate | Euribor 3 months + 2.00% | |
Contractual Interest Rate, Percentage | 2.00% | |
Interest Nominal Rate | 2.00% | |
Banco Popolare di Milano S.p.A. (Line 2) | ||
Bank and Other Borrowings [Line Items] | ||
Total Financial Liabilities | $ 3,893 | |
Maturity | 2022-09 | |
Contractual Interest Rate | Euribor 3 months + 2.00% | |
Contractual Interest Rate, Percentage | 2.00% | |
Interest Nominal Rate | 2.00% | |
Simest 1 | ||
Bank and Other Borrowings [Line Items] | ||
Total Financial Liabilities | $ 280 | $ 382 |
Maturity | 2022-12 | |
Contractual Interest Rate, Percentage | 0.50% | |
Interest Nominal Rate | 0.50% | 0.50% |
Simest 2 | ||
Bank and Other Borrowings [Line Items] | ||
Total Financial Liabilities | $ 279 | $ 379 |
Maturity | 2022-12 | |
Contractual Interest Rate, Percentage | 0.50% | |
Interest Nominal Rate | 0.50% | 0.50% |
Simest 3 | ||
Bank and Other Borrowings [Line Items] | ||
Total Financial Liabilities | $ 512 | |
Maturity | 2022-12 | |
Contractual Interest Rate, Percentage | 0.50% | |
Interest Nominal Rate | 0.50% | |
Finlombarda S.p.A. | ||
Bank and Other Borrowings [Line Items] | ||
Total Financial Liabilities | $ 83 | $ 169 |
Maturity | 2020-12 | |
Contractual Interest Rate, Percentage | 0.50% | |
Interest Nominal Rate | 0.50% | 0.50% |
Bank and Other Borrowings - S_2
Bank and Other Borrowings - Summary of Payments Obliged (Details) $ in Thousands | Dec. 31, 2019USD ($) |
Bank And Other Borrowings [Abstract] | |
2020 | $ 7,564 |
2021 | 8,031 |
2022 | 5,254 |
2023 | 2,849 |
Total | $ 23,698 |
Debt for Forward Share Purcha_2
Debt for Forward Share Purchase Agreements - Additional Information (Details) - USD ($) | Feb. 21, 2020 | Dec. 13, 2019 | Nov. 25, 2019 | Nov. 19, 2019 | Oct. 31, 2019 | Oct. 01, 2019 | Dec. 31, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | Apr. 07, 2020 | Feb. 20, 2020 | Feb. 07, 2020 | Jan. 23, 2020 | Jan. 07, 2020 |
Debt Instrument [Line Items] | ||||||||||||||
Financial expense | $ (439,000) | $ (416,000) | ||||||||||||
Forward Share Purchase Agreements | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Debt Instrument, carrying amount | $ 34,100,000 | 34,100,000 | ||||||||||||
Forward Share Purchase Agreements | Greenhaven | Subsequent Event | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Business combination, share price | $ 11 | $ 11 | ||||||||||||
Forward Share Purchase Agreements | Greenhaven | Maximum | Subsequent Event | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Business combination, shares acquired | 248,963 | |||||||||||||
Forward Share Purchase Agreements | Greenhaven Road Capital Fund 1, LP | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Debt Instrument, carrying amount | 10,600,000 | 10,600,000 | ||||||||||||
Forward Share Purchase Agreements | Kepos Alpha Fund L.P. | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Debt Instrument, carrying amount | 2,100,000 | 2,100,000 | ||||||||||||
Business combination, shares acquired | 3,750,000 | |||||||||||||
Forward Share Purchase Agreements | Yakira | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Debt Instrument, carrying amount | 12,000,000 | 12,000,000 | ||||||||||||
Forward Share Purchase Agreements | Yakira | Yakira Rights Shares | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Business combination, share price | $ 1.05 | |||||||||||||
Closing of business combination share consideration | 439,299 | |||||||||||||
Purchase price per share | $ 10.50 | |||||||||||||
Forward Share Purchase Agreements | Yakira | Yakira Shares | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Business combination, share price | $ 10.50 | |||||||||||||
Closing of business combination share consideration | 1,083,750 | |||||||||||||
Sale of stock price per unit | $ 10.5019 | |||||||||||||
Sale of stock description | Yakira still owns Yakira Shares as of the four-month anniversary of the Business Combination Date, Yakira may sell such Yakira Shares between the four-month anniversary and six month anniversary of Business Combination Date to the Company for a per share price (the “Yakira Shares Purchase Price”) equal to (a) $10.5019, plus (b) $0.03 per share for each month (prorated for a partial month) following the Business Combination Date that Yakira has held the Yakira Shares. | |||||||||||||
Sale of stock basis spread per month on price per share | $ 0.03 | |||||||||||||
Deposited in escrow account | $ 11,576,509,000 | |||||||||||||
Share Purchases Price Multiplied By Number Of Share | $ 10.6819 | |||||||||||||
Forward Share Purchase Agreements | Yakira | Yakira Shares | Subsequent Event | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Business combination, share price | $ 10.93 | |||||||||||||
Forward Share Purchase Agreements | Yakira | Minimum | Yakira Shares | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Sale of stock price per unit | 10.50 | |||||||||||||
Forward Share Purchase Agreements | Yakira | Maximum | Yakira Shares | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Business combination, share price | 10.6819 | |||||||||||||
Forward Share Purchase Agreements | Glazer Capital, LLC | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Debt Instrument, carrying amount | $ 9,300,000 | 9,300,000 | ||||||||||||
Business combination, share price | $ 10.6819 | |||||||||||||
Business combination, shares issued description | Glazer shall notify the Company in writing five business days prior to the six month anniversary of the Business Combination Date if it is not exercising its right to sell the Glazer Shares to the Company; otherwise, absent written notification to the contrary, Glazer shall be deemed to have exercised its right to sell all of its Glazer Shares to the Company. The Company will purchase the Glazer Shares from Glazer on the six-month anniversary of the closing of the Business Combination (the “Glazer Shares Closing Date”). As of the Business Combination Date, Glazer held 922,933 shares of common stock. | |||||||||||||
Business combination of closing period | 6 months | |||||||||||||
Business combination, deposited in to escrow account | $ 9,858,678,000 | |||||||||||||
Business combination of sale business days | 3 days | |||||||||||||
Forward Share Purchase Agreements | Glazer Capital, LLC | Letter of Credit and Reimbursement Agreement | Subsequent Event | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Agreement collateral amount | $ 9,300 | |||||||||||||
Forward Share Purchase Agreements | Glazer Capital, LLC | Common Stock | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Closing of business combination share consideration | 922,933 | 53,040 | ||||||||||||
Forward Share Purchase Agreements | Nomura Global Financial Products | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Business combination, share price | $ 10.50 | |||||||||||||
Prepayment amount transferred to NGFP | $ 17,044,584,000 | |||||||||||||
Number of days notice required for termination of agreement | 10 days | |||||||||||||
Debt instrument interest rate percentage before original valuation date | 2.75% | |||||||||||||
Debt instrument interest rate percentage after original valuation date | 3.50% | |||||||||||||
Financial expense | $ 46,000,000 | |||||||||||||
Forward Share Purchase Agreements | Nomura Global Financial Products | Common Stock | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Business acquisition number of shares held | 1,623,000 | |||||||||||||
Forward Share Purchase Agreements | Nomura Global Financial Products | Maximum | Common Stock | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Closing of business combination share consideration | 2,000,000 | |||||||||||||
Forward Share Purchase Agreements | Open Market | Greenhaven | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Number of days notice required for sale of shares under minimum block size condition | 3 days | |||||||||||||
Exercise price of warrants, description | In the event that Greenhaven sells any shares (including any Additional Shares), at a sale price of less than $10.50, and provided that Greenhaven meets the Minimum Block Size Condition, it shall provide notice to the Company within three (3) Business Days of such sale, and such notice shall include the date of the sale, the number of shares sold, and confirmation that the sale price per share was greater than $8.50, and the Company shall pay Greenhaven in accordance with Greenhaven’s written instructions an amount equal to (x) the number of shares (including any Additional Shares) sold multiplied by (y) the amount by which $10.50 exceeds the sale price per share. Furthermore, the parties agreed that nothing in the Greenhaven Purchase Agreement shall prohibit Greenhaven from entering into a contract to purchase and/or sell warrants of Kaleyra, Inc. | |||||||||||||
Forward Share Purchase Agreements | Open Market | Greenhaven | Subsequent Event | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Business combination, share price | $ 11.70 | |||||||||||||
Sale of stock price per unit | $ 8.50 | |||||||||||||
Forward Share Purchase Agreements | Open Market | Greenhaven | Minimum | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Business combination, share price | $ 10.50 | |||||||||||||
Number of additional rights acquired under minimum block size condition | 25,000 | |||||||||||||
Exercise price of warrants under minimum block size condition | $ 8.50 | |||||||||||||
Forward Share Purchase Agreements | Open Market | Kepos Alpha Fund L.P. | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Number of days notice required for sale of shares under minimum block size condition | 3 days | |||||||||||||
Exercise price of warrants, description | In the event that KAF sells any shares (including any Additional Shares), at a sale price of less than $10.50, and provided that KAF meets the Minimum Block Size Condition, it shall provide notice to the Company within three (3) Business Days of such sale, and such notice shall include the date of the sale, the number of shares sold, and confirmation that the sale price per share was greater than $8.50, and the Company shall pay KAF in accordance with KAF’s written instructions an amount equal to (x) the number of shares (including any Additional Shares) sold multiplied by (y) the amount by which $10.50 exceeds the sale price per share. Furthermore, the parties agreed that nothing in the KAF Purchase Agreement shall prohibit KAF from entering into a contract to purchase and/or sell warrants of the Company. | |||||||||||||
Forward Share Purchase Agreements | Open Market | Kepos Alpha Fund L.P. | Subsequent Event | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Sale of stock price per unit | $ 7 | |||||||||||||
Forward Share Purchase Agreements | Open Market | Kepos Alpha Fund L.P. | Minimum | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Business combination, share price | $ 10.50 | |||||||||||||
Exercise price of warrants under minimum block size condition | $ 8.50 | |||||||||||||
Forward Share Purchase Agreements | Open Market | Glazer Capital, LLC | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Number of days notice required for sale of shares under minimum block size condition | 3 days | |||||||||||||
Exercise price of warrants, description | Glazer shall give written notice to the Company of any sale of shares (including any Additional Shares) within three (3) Business Days following the date of such sale, and such notice shall include the date of the sale, the number of shares sold, and confirmation that the sale price per share was greater than $10.50 per share (or greater than $8.50 per share provided that Glazer meets the Minimum Block Size Condition) prior to the payment of any commissions due by Glazer for the sale. | |||||||||||||
Forward Share Purchase Agreements | Open Market | Glazer Capital, LLC | Minimum | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Business combination, share price | $ 10.50 | |||||||||||||
Exercise price of warrants under minimum block size condition | 8.50 | |||||||||||||
Forward Share Purchase Agreements, First right | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Business combination, share price | $ 11 | |||||||||||||
Business combination, shares acquired | 196,195 | |||||||||||||
Forward Share Purchase Agreements, Second Right | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Business combination, share price | $ 10.70 | |||||||||||||
Business combination, shares acquired | 250,000 | |||||||||||||
Forward Share Purchase Agreements, Third Right | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Business combination, share price | $ 10.50 | |||||||||||||
Business combination, shares acquired | 550,000 | |||||||||||||
Forward Share Purchase Agreements, First Right Additional Purchase | Kepos Alpha Fund L.P. | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Business combination, share price | $ 10.70 | |||||||||||||
Business combination, shares acquired | 102,171 | |||||||||||||
Forward Share Purchase Agreements, Second Right Additional Purchase | Kepos Alpha Fund L.P. | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Business combination, share price | $ 10.50 | |||||||||||||
Business combination, shares acquired | 93,676 |
Notes Payable - Additional Info
Notes Payable - Additional Information (Details) - USD ($) | Nov. 25, 2019 | Dec. 31, 2019 |
Debt Instrument [Line Items] | ||
Notes, interest rate description | As of December 31, 2019, debts for Convertible Notes amounted to $7.5 million, of which $21,500 was accrued interest. Interest on the Convertible Notes will accrue at a fixed interest rate equal to the one-year US dollar LIBOR interest rate published in The Wall Street Journal on the Business Combination Date, plus a margin of one percent (1%) per annum. Interest will be due and payable annually on each of (1) the date which is the twelve-month anniversary of the Business Combination Date and (2) on the date which is the twenty-four-month anniversary of the Business Combination Date. All interest shall be computed on the basis of a 365-day year and the actual number of days elapsed. | |
Contractual Interest Rate, Percentage | 1.00% | |
Outstanding principal balance | 50.00% | |
Number of business days after the Company receives such Payoff Financing Proceeds | 10 days | |
Percentage of remaining outstanding principal balance | 100.00% | |
Notes converted description | Convertible Notes are not paid in full on or before the applicable Maturity Date, then at any time after the sixtieth business day after the Maturity Date, assuming payment in full has not been made prior to such date, the outstanding principal amount of these Notes, together with all accrued but unpaid interest on these Convertible Notes, may be converted into shares of Company common stock, in part or in whole, at the option of the holder of these Convertible Notes by providing written notice at least three business days prior to the date of conversion. | |
Maximum | ||
Debt Instrument [Line Items] | ||
Contractual Interest Rate, Percentage | 7.60% | |
Proceeds from equity financing | $ 50,000,000 | |
Cash received from payoff financing proceeds | $ 75,000,000 | |
Minimum | ||
Debt Instrument [Line Items] | ||
Contractual Interest Rate, Percentage | 0.60% | |
Convertible Notes | ||
Debt Instrument [Line Items] | ||
Notes payable | $ 7,500,000 | |
Accrued interest | $ 21,500 | |
Non-convertible Notes | ||
Debt Instrument [Line Items] | ||
Notes, interest rate description | As of December 31, 2019, debts for Non-convertible Notes amounted to $7.5 million, of which $21,500 was accrued interest. Interest on the Non-convertible Notes shall accrue at a fixed interest rate equal to LIBOR plus a margin of one percent (1%) per annum, which interest rate as of the date hereof is one and ninety-one hundredths percent (1.91%). As used herein, “LIBOR” means the one-year US Dollar LIBOR interest rate published in The Wall Street Journal on the Business Combination Date. All interest shall be computed on the basis of a 365-day year and the actual number of days elapsed. | |
Notes payable | $ 7,500,000 | |
Accrued interest | $ 21,500 | |
Notes, LIBOR interest rate | 1.91% | |
Number of business days after the Company receives such Financing Proceeds | 10 days | |
Non-convertible Notes | London Interbank Offered Rate (LIBOR) | ||
Debt Instrument [Line Items] | ||
Contractual Interest Rate, Percentage | 1.00% | |
Non-convertible Notes | Maximum | ||
Debt Instrument [Line Items] | ||
Proceeds from equity financing | $ 11,500,000 | |
Extension Notes and Working Capital Notes | ||
Debt Instrument [Line Items] | ||
Notes, interest rate description | Interest on the Amended Extension Notes and Amended Working Capital Notes will accrue at a fixed interest rate equal to the one-year U.S. dollar LIBOR interest rate published in The Wall Street Journal on the closing of the Business Combination, which is one and ninety-one hundredths percent (1.91%), plus a margin of one percent (1%) per annum. All interest shall be computed on the basis of a 365-day year and the actual number of days elapsed. | |
Notes payable | $ 3,600,000 | |
Notes, LIBOR interest rate | 1.91% | |
Number of business days after the Company receives such Financing Proceeds | 10 days | |
Notes payable due to related parties | $ 1,900,000 | |
Extension Notes and Working Capital Notes | London Interbank Offered Rate (LIBOR) | ||
Debt Instrument [Line Items] | ||
Contractual Interest Rate, Percentage | 1.00% | |
Extension Notes and Working Capital Notes | Maximum | ||
Debt Instrument [Line Items] | ||
Proceeds from equity financing | $ 11,500,000 | |
Esse Effe S.p.A | ||
Debt Instrument [Line Items] | ||
Cash consideration | $ 6,000,000 | |
Maya | ||
Debt Instrument [Line Items] | ||
Cash consideration | $ 1,500,000 |
Employee Benefit - Additional I
Employee Benefit - Additional Information (Details) | 12 Months Ended | |
Dec. 31, 2019USD ($)BenefitPlan | Dec. 31, 2018USD ($) | |
Compensation And Retirement Disclosure [Abstract] | ||
Number of defined benefit plans | BenefitPlan | 2 | |
Total costs of defined benefit plans | $ 287,000 | $ 185,000 |
Plan assets servicing the defined benefit plan | $ 0 | |
Defined contribution plan name | 401(k) defined contribution plan | |
Defined Contribution Plan, Sponsor Location [Extensible List] | us-gaap:DomesticPlanMember | |
Expense for 401 (k) plan | $ 54,000 | $ 0 |
Employee Benefit - Schedule of
Employee Benefit - Schedule of Changes in Obligations of Defined Benefit Plans (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Changes in obligations of defined benefit plans | ||
Benefit obligation at the beginning of the period | $ 1,173 | $ 947 |
Change in scope of consolidation | 155 | |
Service cost | 165 | 152 |
Interest cost | 33 | 22 |
Actuarial loss | 89 | 11 |
Benefit paid | (13) | (67) |
Foreign exchange translation reserve | (23) | (47) |
Benefit obligation at the end of the period | 1,424 | 1,173 |
Current (1) | 26 | 26 |
Long-term portion of employee benefit obligation | $ 1,398 | $ 1,147 |
Employee Benefit - Schedule o_2
Employee Benefit - Schedule of Assumptions Used to Determine Pension Benefit Obligations (Details) | Dec. 31, 2019 | Dec. 31, 2018 |
Minimum | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Rate of compensation increase | 0.50% | 0.50% |
Maximum | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Rate of compensation increase | 3.00% | 3.00% |
Kaleyra S.p.A | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Discount rate | 0.78% | 1.74% |
Solutions Infini | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Discount rate | 7.25% | 7.75% |
Rate of compensation increase | 15.00% | 15.00% |
Accumulated Other Comprehensi_3
Accumulated Other Comprehensive Income (Loss) - Schedule of Accumulated Balances Related to Each Component of Other Comprehensive Income (Loss) (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Accumulated Other Comprehensive Income Loss [Line Items] | ||
Beginning balance | $ 4,926 | $ 1,987 |
Other comprehensive income (loss) before reclassifications | 63 | (197) |
Net amount reclassified from accumulated other comprehensive income (loss) | 20 | (156) |
Net other comprehensive income (loss) | 43 | (41) |
Ending balance | (38,774) | 4,926 |
Cumulative Foreign Currency Translation Adjustment | ||
Accumulated Other Comprehensive Income Loss [Line Items] | ||
Beginning balance | 53 | 228 |
Other comprehensive income (loss) before reclassifications | 25 | (175) |
Net other comprehensive income (loss) | 25 | (175) |
Ending balance | 78 | 53 |
Cumulative Net Unrealized Gain (Loss) on Marketable Securities, Net of Tax | ||
Accumulated Other Comprehensive Income Loss [Line Items] | ||
Beginning balance | (22) | |
Other comprehensive income (loss) before reclassifications | 38 | (22) |
Net amount reclassified from accumulated other comprehensive income (loss) | 20 | |
Net other comprehensive income (loss) | 18 | (22) |
Ending balance | (4) | (22) |
Cumulative Other Comprehensive Income Related to Joint Venture | ||
Accumulated Other Comprehensive Income Loss [Line Items] | ||
Beginning balance | (156) | |
Net amount reclassified from accumulated other comprehensive income (loss) | (156) | |
Net other comprehensive income (loss) | 156 | |
Accumulated Other Comprehensive Income (Loss) | ||
Accumulated Other Comprehensive Income Loss [Line Items] | ||
Beginning balance | 31 | 72 |
Ending balance | $ 74 | $ 31 |
Preference Shares Liabilities -
Preference Shares Liabilities - Additional Information (Details) | 12 Months Ended | |||||
Dec. 31, 2019USD ($)$ / shares | Dec. 31, 2019INR (₨) | Mar. 09, 2020₨ / shares | Jan. 31, 2020USD ($) | Jan. 30, 2020INR (₨) | Dec. 31, 2018USD ($)$ / shares | |
Preference Shares Liabilities [Line Items] | ||||||
Preferred stock, par value | $ / shares | $ 0.0001 | $ 0.0001 | ||||
Solutions Infini Purchase Agreement | ||||||
Preference Shares Liabilities [Line Items] | ||||||
Preference share liabilities | $ 2,500,000 | $ 1,800,000 | ||||
Reduction by amount of price of preference shares to be purchased from eligible employees | $ 987,000 | ₨ 70,000,000 | ||||
Modification of 2018 Solutions Infini Purchase Agreement | Solutions Infini | ||||||
Preference Shares Liabilities [Line Items] | ||||||
Preferred share obligation | $ 2,000 | |||||
Modification of 2018 Solutions Infini Purchase Agreement | Solutions Infini | Subsequent Event | ||||||
Preference Shares Liabilities [Line Items] | ||||||
Preferred stock, par value | ₨ / shares | ₨ 10 | |||||
Preferred share obligation | $ 2,000 | ₨ 140,000 |
Other Current and Long-Term L_3
Other Current and Long-Term Liabilities - Other Current Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Other Liabilities Current [Abstract] | ||
Liabilities for tax other than income tax | $ 583 | $ 589 |
Social securities liabilities | 256 | 180 |
Income tax liabilities | 43 | |
Derivative contract liabilities | 18 | |
Other liabilities | 390 | 179 |
Total other current liabilities | $ 1,229 | $ 1,009 |
Other Current and Long-Term L_4
Other Current and Long-Term Liabilities - Long-Term Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Other Liabilities Noncurrent [Abstract] | ||
Long-term trade payable (see Note 27) | $ 2,700 | |
Derivative contract liabilities | 80 | $ 106 |
Other long-term liabilities | 375 | 185 |
Total other long-term liabilities | $ 3,155 | $ 291 |
Supplemental Balance Sheet In_3
Supplemental Balance Sheet Information - Schedule of Allowance for Doubtful Accounts (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Balance Sheet Related Disclosures [Abstract] | ||
Balance, beginning of the period | $ 157,000 | $ 60,000 |
Accruals | 800,000 | 108,000 |
Utilization of provision | (84,000) | |
Effect of foreign exchange rate | (11,000) | |
Balance, end of the period | $ 873,000 | $ 157,000 |
Geographic Information - Summar
Geographic Information - Summary of Revenue by Geographic Area (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Segment Reporting Information [Line Items] | ||
Revenue | $ 129,558 | $ 77,845 |
Italy | ||
Segment Reporting Information [Line Items] | ||
Revenue | $ 60,165 | $ 53,988 |
Italy | Geographic Concentration Risk | Revenue | ||
Segment Reporting Information [Line Items] | ||
Concentration risk percentage | 46.40% | 69.40% |
India | ||
Segment Reporting Information [Line Items] | ||
Revenue | $ 35,162 | $ 15,236 |
India | Geographic Concentration Risk | Revenue | ||
Segment Reporting Information [Line Items] | ||
Concentration risk percentage | 27.10% | 19.60% |
Europe (excluding Italy) | ||
Segment Reporting Information [Line Items] | ||
Revenue | $ 15,686 | $ 4,943 |
Europe (excluding Italy) | Geographic Concentration Risk | Revenue | ||
Segment Reporting Information [Line Items] | ||
Concentration risk percentage | 12.10% | 6.30% |
United States | ||
Segment Reporting Information [Line Items] | ||
Revenue | $ 9,418 | $ 2,247 |
United States | Geographic Concentration Risk | Revenue | ||
Segment Reporting Information [Line Items] | ||
Concentration risk percentage | 7.30% | 2.90% |
Rest of the World | ||
Segment Reporting Information [Line Items] | ||
Revenue | $ 9,127 | $ 1,431 |
Rest of the World | Geographic Concentration Risk | Revenue | ||
Segment Reporting Information [Line Items] | ||
Concentration risk percentage | 7.10% | 1.80% |
Geographic Information - Summ_2
Geographic Information - Summary of Long-lived Assets by Geographic Area (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Segment Reporting Information [Line Items] | ||
Long-lived assets | $ 3,393 | $ 2,341 |
Italy | ||
Segment Reporting Information [Line Items] | ||
Long-lived assets | $ 1,772 | $ 1,136 |
Italy | Geographic Concentration Risk | Long-Lived Assets | ||
Segment Reporting Information [Line Items] | ||
Long-lived assets, Percentage | 52.20% | 48.50% |
India | ||
Segment Reporting Information [Line Items] | ||
Long-lived assets | $ 1,162 | $ 1,042 |
India | Geographic Concentration Risk | Long-Lived Assets | ||
Segment Reporting Information [Line Items] | ||
Long-lived assets, Percentage | 34.20% | 44.50% |
United States | ||
Segment Reporting Information [Line Items] | ||
Long-lived assets | $ 437 | $ 126 |
United States | Geographic Concentration Risk | Long-Lived Assets | ||
Segment Reporting Information [Line Items] | ||
Long-lived assets, Percentage | 12.90% | 5.40% |
Rest of the World | ||
Segment Reporting Information [Line Items] | ||
Long-lived assets | $ 22 | $ 37 |
Rest of the World | Geographic Concentration Risk | Long-Lived Assets | ||
Segment Reporting Information [Line Items] | ||
Long-lived assets, Percentage | 0.70% | 1.60% |
Personnel Costs - Additional In
Personnel Costs - Additional Information (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Schedule Of Personnel Cost Allocation [Line Items] | ||
Personnel costs | $ 12,648,000 | $ 15,154,000 |
Collective Italian National Labor Agreement | ||
Schedule Of Personnel Cost Allocation [Line Items] | ||
Percentage of employees subject to agreement | 30.00% | |
Agreement expiration date | Dec. 31, 2023 | |
RSUs compensation | ||
Schedule Of Personnel Cost Allocation [Line Items] | ||
Personnel costs | $ 996,000 | |
Stock-Based Compensation | ||
Schedule Of Personnel Cost Allocation [Line Items] | ||
Personnel costs | $ 7,400,000 |
Personnel Costs - Schedule of A
Personnel Costs - Schedule of Allocation of Personnel Cost (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Schedule Of Personnel Cost Allocation [Line Items] | ||
Total Personnel Costs | $ 12,648 | $ 15,154 |
Research and Development | ||
Schedule Of Personnel Cost Allocation [Line Items] | ||
Total Personnel Costs | 4,158 | 2,753 |
Sales and Marketing | ||
Schedule Of Personnel Cost Allocation [Line Items] | ||
Total Personnel Costs | 2,855 | 4,604 |
General and Administrative | ||
Schedule Of Personnel Cost Allocation [Line Items] | ||
Total Personnel Costs | $ 5,635 | $ 7,797 |
Financial Expense, Net - Schedu
Financial Expense, Net - Schedule of Financial Expense, Net (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Financial Income: | ||
Interest income | $ 160 | $ 31 |
Gain on derivatives | 414 | 134 |
Dividends on marketable securities | 97 | 4 |
Total Financial Income | 671 | 169 |
Financial Expense: | ||
Interest expense | (1,073) | (585) |
Loss on derivatives | (37) | |
Total Financial Expense | (1,110) | (585) |
Financial expense, net | $ (439) | $ (416) |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Other Commitments [Line Items] | ||
Operating lease, rent expense | $ 940,000 | $ 307,000 |
Amount of contingent liabilities payable | 132,000 | |
Provision for contingent liabilities | $ 0 | |
Milan office | ||
Other Commitments [Line Items] | ||
Operating lease, option to renew | true | |
Operating lease, renewal term | 6 years |
Commitments and Contingencies_2
Commitments and Contingencies - Schedule of Future Minimum Lease Payments under Operating Leases (Details) $ in Thousands | Dec. 31, 2019USD ($) |
Operating Lease Liabilities Payments Due [Abstract] | |
2020 | $ 636 |
2021 | 519 |
2022 | 506 |
2023 | 393 |
2024 | 314 |
2025 and thereafter | 424 |
Total Minimum Lease Payments | $ 2,792 |
Stockholders' Equity (Deficit)
Stockholders' Equity (Deficit) - Additional Information (Details) - USD ($) | Nov. 25, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 12, 2017 |
Class Of Stock [Line Items] | ||||
Common stock, shares authorized | 100,000,000 | 100,000 | ||
Common stock, voting rights per share | one | |||
Common stock, shares issued | 19,977,113 | 19,977,113 | ||
Common stock, shares outstanding | 19,977,113 | 19,977,113 | ||
Common stock, par value | $ 0.0001 | $ 0.0001 | ||
Conversion of stock, shares converted | 1,321,756 | |||
Preferred stock, shares authorized | 1,000,000 | 1,000,000 | ||
Preferred stock, shares issued | 0 | 0 | ||
Preferred stock, shares outstanding | 0 | 0 | ||
Common Stock | Stock Purchase Agreement | ||||
Class Of Stock [Line Items] | ||||
Closing of business combination share consideration | 10,687,106 | |||
Warrants | ||||
Class Of Stock [Line Items] | ||||
Business combination, share price | $ 11.50 | $ 11.50 | ||
Number of shares of common stock each holder receive | 4 | 0.75 | ||
Warrant agreement date | Dec. 12, 2017 | |||
Number of fractional shares issued upon exercise of warrants | 0 | |||
Period after business combination when warrants become exercisable | 30 days | |||
Warrants exercisable expiration period after completion of business combination | 5 years | |||
Net cash settlement value of warrants | $ 0 | |||
Redemption price per warrant | $ 0.01 | |||
Minimum period of prior written notice of redemption of warrants | 30 days | |||
Minimum price per share required for redemption of warrants | $ 18 | |||
Warrants redemption covenant, threshold trading days | 20 days | |||
Warrants redemption covenant, threshold consecutive trading days | 30 days | |||
Warrants or rights outstanding | 11,154,938 |
Restricted Stock Units - Additi
Restricted Stock Units - Additional Information (Details) - USD ($) | Feb. 01, 2021 | Feb. 01, 2020 | Dec. 31, 2019 | Dec. 31, 2019 |
Subsequent Event | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Shares granted | 135,000 | |||
Award vesting period | 9 months | |||
Within February 1, 2021 | Subsequent Event | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Award vesting rights, percentage | 40.00% | |||
Restricted Stock Units (RSUs) | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Shares granted | 3,336,095 | 3,336,095 | ||
Aggregate grant date fair value of shares granted | $ 27,500,000 | |||
Grant date fair value per share | $ 8.25 | $ 8.25 | ||
Compensation expense | $ 996,000 | |||
Unrecognized compensation cost | $ 26,500,000 | $ 26,500,000 | ||
Unrecognized compensation cost weighted-average remaining period | 1 year 9 months | |||
Restricted Stock Units (RSUs) | Scenario Forecast | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Shares granted | 2,020,411 | |||
Award vesting period | 3 years | |||
Restricted Stock Units (RSUs) | Vest in One Year | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Shares granted | 931,243 | |||
Restricted Stock Units (RSUs) | 2019 Targeted Adjusted EBITDA is Achieved | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Shares granted | 124,723 | |||
Restricted Stock Units (RSUs) | 2020 Targeted Adjusted EBITDA is Achieved | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Shares granted | 124,718 | |||
Restricted Stock Units (RSUs) | Within February 1, 2021 | Scenario Forecast | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Award vesting rights, percentage | 25.00% | |||
Restricted Stock Units (RSUs) | Three-year Period Starting from February 1, 2021 | Scenario Forecast | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Award vesting rights, percentage | 75.00% |
Restricted Stock Units - Summar
Restricted Stock Units - Summary of Outstanding RSUs (Details) - Restricted Stock Units (RSUs) - $ / shares | 1 Months Ended | 12 Months Ended |
Dec. 31, 2019 | Dec. 31, 2019 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Number of shares, Shares granted | 3,336,095 | 3,336,095 |
Number of shares, Non-vested as of December 31, 2019 | 3,336,095 | 3,336,095 |
Weighted-average grant date fair value (per share), Granted | $ 8.25 | $ 8.25 |
Weighted-average grant date fair value (per share), Non-vested as of December 31, 2019 | $ 8.25 | $ 8.25 |
Restricted Stock Units - Summ_2
Restricted Stock Units - Summary of RSUs Compensation Expense (Details) - Restricted Stock Units (RSUs) | 12 Months Ended |
Dec. 31, 2019USD ($) | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Total | $ 996,000 |
Research and Development | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Total | 299,000 |
Sales and Marketing | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Total | 115,000 |
General and Administrative | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Total | $ 582,000 |
Income Taxes - Schedule of Dome
Income Taxes - Schedule of Domestic and Foreign Components of Income (Loss) Before Income Tax Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | ||
Domestic | $ (7,857) | $ (635) |
Foreign | 4,618 | (5,041) |
Loss before income tax expense | $ (3,239) | $ (5,676) |
Income Taxes - Schedule of Prov
Income Taxes - Schedule of Provision for Federal and State Income Taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Income Taxes [Line Items] | ||
Current | $ 2,287 | $ 1,352 |
Deferred taxes | (14) | 72 |
Income tax expense | 2,273 | 1,424 |
IRES | ||
Income Taxes [Line Items] | ||
Foreign | 66 | 248 |
IRAP | ||
Income Taxes [Line Items] | ||
Foreign | 50 | 107 |
India | ||
Income Taxes [Line Items] | ||
Foreign | 1,977 | 935 |
Other Italian | ||
Income Taxes [Line Items] | ||
Foreign | $ 194 | $ 62 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Income Taxes [Line Items] | ||
U.S. federal statutory tax rate | 21.00% | 24.00% |
Accumulated interest related to unrecognized tax benefits | $ 91,000 | $ 4,000 |
Undistributed profits | $ 1,093,000 | $ 180,000 |
Open tax year | 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019 | |
Solutions Infini | ||
Income Taxes [Line Items] | ||
Undistributed earnings and profits by foreign subsidiary | $ 5,000,000 | |
Undistributed profits | 0 | |
Expected tax expense due to undistributed earnings | 757,000 | |
United States | Federal | ||
Income Taxes [Line Items] | ||
Net operating loss carryforwards | 11,600,000 | |
Net operating loss carryforwards, subjects to expiration | 5,400,000 | |
Net operating loss carryforwards, indefinite life | $ 6,200,000 | |
United States | Federal | Minimum | ||
Income Taxes [Line Items] | ||
Net operating loss carryforwards expiration year | 2026 | |
United States | Federal | Maximum | ||
Income Taxes [Line Items] | ||
Net operating loss carryforwards expiration year | 2037 | |
United States | State | ||
Income Taxes [Line Items] | ||
Net operating loss carryforwards | $ 11,700,000 | |
Net operating loss carryforwards, subjects to expiration | 10,100,000 | |
Net operating loss carryforwards, indefinite life | $ 1,600,000 | |
United States | State | Minimum | ||
Income Taxes [Line Items] | ||
Net operating loss carryforwards expiration year | 2037 | |
United States | State | Maximum | ||
Income Taxes [Line Items] | ||
Net operating loss carryforwards expiration year | 2039 | |
Switzerland | ||
Income Taxes [Line Items] | ||
Net operating loss carryforwards | $ 1,600,000 | |
Switzerland | Minimum | ||
Income Taxes [Line Items] | ||
Net operating loss carryforwards expiration year | 2023 | |
Switzerland | Maximum | ||
Income Taxes [Line Items] | ||
Net operating loss carryforwards expiration year | 2026 |
Income Taxes - Schedule of Reco
Income Taxes - Schedule of Reconciliation of the Statutory Effective Tax Rate (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | ||
Loss before income taxes | $ (3,239) | $ (5,676) |
Primary tax rate of the Company | 21.00% | 24.00% |
Tax benefit calculated according to the Company's primary tax rate | $ (680) | $ (1,363) |
State income tax, net of Federal | (483) | |
Foreign tax rates differences | 319 | 77 |
Change in applicable tax rates | (513) | |
Change in valuation allowance | 2,027 | 213 |
Non-taxable income | (196) | |
Costs not deductible for tax purposes | 541 | 2,103 |
Costs not deductible associated with investments | 36 | 19 |
CFC (Controlled Foreign Corporation rules) | 288 | 93 |
IRAP (Italian Regional Tax on Productive Activities) | 4 | 154 |
Taxes on undistributed profits | 926 | 180 |
Other taxes | 4 | (52) |
Income tax expense | $ 2,273 | $ 1,424 |
Income Taxes - Schedule of Re_2
Income Taxes - Schedule of Reconciliation of the Statutory Effective Tax Rate (Parenthetical) (Details) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | ||
Primary tax rate of the Company | 21.00% | 24.00% |
Effective income tax rate reconciliation, reduced in applicable tax rate | 25.17% | 29.12% |
Income Taxes - Components of De
Income Taxes - Components of Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 |
Deferred tax assets: | |||
Startup costs | $ 2,755 | ||
Deferred compensation liabilities | 398 | $ 128 | |
Property and equipment | 70 | 148 | |
Goodwill | 119 | 134 | |
Net operating loss carryforward | 3,370 | 1,736 | |
Other | 422 | 173 | |
Total deferred tax assets | 7,134 | 2,319 | |
Less: valuation allowance | (5,591) | (723) | $ (206) |
Total deferred tax assets, net | 1,543 | 1,596 | |
Deferred tax liabilities: | |||
Intangible assets | 2,351 | 3,389 | |
Undistributed profits | 1,093 | 180 | |
Property and equipment | 134 | 140 | |
Other | 10 | 6 | |
Total deferred tax liabilities | 3,588 | 3,715 | |
Net deferred tax liabilities | $ (2,045) | $ (2,119) |
Income Taxes - Summary of Valua
Income Taxes - Summary of Valuation Allowance (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | ||
Balance at the beginning of the period | $ 723 | $ 206 |
Change in scope of consolidation | 2,836 | 305 |
Increase during the period | 2,027 | 213 |
Effect of exchange rate changes | 5 | (1) |
Balance at the end of the period | $ 5,591 | $ 723 |
Income Taxes - Summary of Gross
Income Taxes - Summary of Gross Unrecognized Tax Benefits (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | ||
Gross unrecognized tax benefits, beginning of the year | $ 190 | $ 91 |
Additions for tax positions related to the current year | 193 | 93 |
Effect of exchange rate | (6) | 2 |
Subtotal | 377 | 186 |
Interest and penalties | 91 | 4 |
Total gross unrecognized tax benefits, end of the year | $ 468 | $ 190 |
Loss Per Share Attributable t_3
Loss Per Share Attributable to Common Stockholders - Schedule of Calculation of Basic and Diluted Loss Per Share Attributable to Common Stockholders (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | ||
Earnings Per Share [Abstract] | |||
Net loss attributable to common stockholders | $ (5,512) | $ (7,100) | |
Weighted-Average shares used to compute net loss per share attributable to common stockholders, basic and diluted | [1] | 11,603,381 | 9,828,411 |
Net loss per share attributable to common stockholders, basic and diluted | [1] | $ (0.48) | $ (0.72) |
[1] | Amounts for the year ended December 31, 2018 differ from those published in prior year consolidated financial statements as they were retrospectively adjusted as a result of the accounting for the Business Combination (as defined below in the notes). Specifically, the number of common shares outstanding during periods before the Business Combination are computed on the basis of the number of common shares of Kaleyra S.p.A. (accounting acquiror) during those periods multiplied by the exchange ratio established in the stock purchase agreement. Common stock and additional paid-in capital were adjusted accordingly. |
Loss Per Share Attributable t_4
Loss Per Share Attributable to Common Stockholders - Additional Information (Details) - shares | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Earnings Per Share [Abstract] | ||
Weighted-average number of outstanding shares of common stock excluded from calculation of diluted net loss per share | 1,244,043 | 580,580 |
Transactions with Related Par_3
Transactions with Related Parties - Additional Information (Details) | 12 Months Ended | 36 Months Ended | ||
Dec. 31, 2019USD ($) | Dec. 31, 2018USD ($) | Dec. 31, 2018USD ($) | Nov. 30, 2019USD ($)Loan | |
Related Party Transaction [Line Items] | ||||
Notes payable outstanding amount due | $ 9,414,000 | |||
Outstanding obligation for preference shares | $ 1,339,000 | $ 1,339,000 | ||
Esse Effe | Consulting Services | ||||
Related Party Transaction [Line Items] | ||||
Cost incurred for related party services | 0 | 118,000 | ||
Outstanding amount due | 0 | 35,000 | 35,000 | |
Studio Legale Chiomenti | Legal Services | ||||
Related Party Transaction [Line Items] | ||||
Cost incurred for related party services | 694,000 | 204,000 | ||
Directors and Executive Managers | ||||
Related Party Transaction [Line Items] | ||||
Outstanding amount of loans granted | 22,000 | 67,000 | 67,000 | |
Number of loans granted | Loan | 2 | |||
Number of loans reimbursed | Loan | 1 | |||
Loan reimbursement | $ 36,000 | |||
Interest income earned | 600 | 700 | ||
Executive Managers | ||||
Related Party Transaction [Line Items] | ||||
Outstanding obligation for preference shares | 1,800,000 | |||
Executive Managers, Relating to Preference Shares | ||||
Related Party Transaction [Line Items] | ||||
Compensation expense for related party | 360,000 | |||
Esse Effe and Maya | ||||
Related Party Transaction [Line Items] | ||||
Notes payable outstanding amount due | 15,000,000 | |||
Sponsor and Gig Founders, LLC | ||||
Related Party Transaction [Line Items] | ||||
Notes payable outstanding amount due | 1,900,000 | |||
Alessandra Levy | Kaleyra S.p.A | ||||
Related Party Transaction [Line Items] | ||||
Cost incurred for related party services | 239,000 | 638,000 | ||
Cumulative value for service contracts | 481,000 | |||
Remuneration paid for obtaining service contracts | 0 | |||
Accrued Interest | Esse Effe and Maya | ||||
Related Party Transaction [Line Items] | ||||
Notes payable outstanding amount due | 43,000 | 0 | 0 | |
Accrued Interest | Sponsor and Gig Founders, LLC | ||||
Related Party Transaction [Line Items] | ||||
Notes payable outstanding amount due | $ 5,000 | $ 0 | $ 0 |
Transactions with Related Par_4
Transactions with Related Parties - Schedule of Expenses for Related Parties (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Research and Development | ||
Related Party Transaction [Line Items] | ||
Expenses for related parties | $ 180 | $ 200 |
General and Administrative | ||
Related Party Transaction [Line Items] | ||
Expenses for related parties | $ 874 | $ 1,112 |
Legal Matters - Additional Info
Legal Matters - Additional Information (Details) € in Millions | Apr. 16, 2019EUR (€) | Oct. 17, 2018EUR (€) | Dec. 31, 2019USD ($) |
Commitments And Contingencies Disclosure [Abstract] | |||
Claim filing date | April 16, 2019 | October 17, 2018 | |
Name of plaintiff | Kaleyra S.p.A. | Kaleyra S.p.A. | |
Name of defendant | Telecom Italia S.p.A and Telecom Italia Sparkle S.p.A. | Vodafone Italia S.p.A | |
Domicile of litigation | Court of Milan | Court of Milan | |
Compensation amount | € | € 8.3 | € 6.1 | |
Loss contingencies recognition of actions | $ | $ 0 | ||
Loss contingencies first hearing date | Dec. 11, 2019 | ||
Loss contingencies final hearing date | Apr. 29, 2020 |
Subsequent Events - Additional
Subsequent Events - Additional Information (Details) | Aug. 30, 2020$ / sharesshares | May 07, 2020$ / sharesshares | Apr. 16, 2020USD ($)d$ / shares | Apr. 09, 2020USD ($)$ / sharesshares | Apr. 07, 2020$ / sharesshares | Mar. 31, 2020USD ($) | Mar. 20, 2020USD ($) | Mar. 11, 2020USD ($) | Mar. 09, 2020₨ / shares | Feb. 21, 2020$ / sharesshares | Feb. 20, 2020USD ($)$ / sharesshares | Feb. 07, 2020$ / sharesshares | Dec. 31, 2019USD ($)$ / sharesshares | Nov. 19, 2019$ / sharesshares | Oct. 01, 2019shares | Dec. 31, 2019USD ($)$ / shares | Mar. 20, 2020EUR (€) | Mar. 11, 2020EUR (€) | Jan. 31, 2020USD ($) | Jan. 30, 2020INR (₨) | Jan. 23, 2020USD ($)$ / shares | Dec. 13, 2019$ / shares | Dec. 31, 2018USD ($)$ / shares | |
Subsequent Event [Line Items] | ||||||||||||||||||||||||
Line of credit facility, maximum borrowing capacity | $ | $ 5,600,000 | $ 5,600,000 | $ 4,600,000 | |||||||||||||||||||||
Amounts owed to Service Firms | $ | $ 13,100,000 | |||||||||||||||||||||||
Preferred stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||||||||||||||||||
Interest variable rate | 1.00% | |||||||||||||||||||||||
Common stock value | $ | [1] | $ 2,000 | $ 2,000 | $ 1,000 | ||||||||||||||||||||
Monte dei Paschi di Siena S.p.A. | ||||||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||||||
Interest rate | 0.95% | 0.95% | ||||||||||||||||||||||
Interest variable rate | 0.95% | |||||||||||||||||||||||
Maximum | ||||||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||||||
Interest variable rate | 7.60% | |||||||||||||||||||||||
Minimum | ||||||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||||||
Interest variable rate | 0.60% | |||||||||||||||||||||||
Northland Securities | ||||||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||||||
Business combination, share price | $ 0.0001 | $ 0.0001 | ||||||||||||||||||||||
Amounts owed to Service Firms | $ | $ 100,000 | |||||||||||||||||||||||
Consummated business combination share | shares | 140,000 | |||||||||||||||||||||||
Northland Securities | Promissory Note | ||||||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||||||
Debt instrument face amount | $ | $ 400,000 | $ 400,000 | ||||||||||||||||||||||
Cowen and Company, LLC and Chardan Capital markets, LLC | Scenario Forecast | ||||||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||||||
Amounts owed to Service Firms | $ | $ 5,400,000 | |||||||||||||||||||||||
Forward Share Purchase Agreements | Greenhaven | Minimum | Open Market | ||||||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||||||
Business combination, share price | $ 10.50 | |||||||||||||||||||||||
Forward Share Purchase Agreements | Kepos Alpha Fund L.P. | ||||||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||||||
Business combination, shares acquired | shares | 3,750,000 | |||||||||||||||||||||||
Forward Share Purchase Agreements | Kepos Alpha Fund L.P. | Scenario Forecast | ||||||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||||||
Percentage of increase in share purchase price | 1.00% | |||||||||||||||||||||||
Forward Share Purchase Agreements | Kepos Alpha Fund L.P. | Minimum | Open Market | ||||||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||||||
Business combination, share price | $ 10.50 | |||||||||||||||||||||||
Forward Share Purchase Agreements | Yakira | Yakira Shares | ||||||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||||||
Business combination, share price | $ 10.50 | |||||||||||||||||||||||
Sale of stock price per share | $ 10.5019 | |||||||||||||||||||||||
Consummated business combination share | shares | 1,083,750 | |||||||||||||||||||||||
Forward Share Purchase Agreements | Yakira | Maximum | Yakira Shares | ||||||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||||||
Business combination, share price | $ 10.6819 | |||||||||||||||||||||||
Forward Share Purchase Agreements | Yakira | Minimum | Yakira Shares | ||||||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||||||
Sale of stock price per share | $ 10.50 | |||||||||||||||||||||||
Forward Share Purchase Agreement Fourth Right | Kepos Alpha Fund L.P. | Scenario Forecast | ||||||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||||||
Business combination, share price | $ 10.92 | |||||||||||||||||||||||
Business combination, shares acquired | shares | 46,137 | |||||||||||||||||||||||
Forward Share Purchase Agreement Fifth Right | Kepos Alpha Fund L.P. | Scenario Forecast | ||||||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||||||
Business combination, share price | $ 10.82 | |||||||||||||||||||||||
Business combination, shares acquired | shares | 93,676 | |||||||||||||||||||||||
Business combination number of shares acquired applicable for price increase after closing date | shares | 93,676 | |||||||||||||||||||||||
Modification of 2018 Solutions Infini Purchase Agreement | Preferred Stock | COVID-19 | ||||||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||||||
Preference shares, performance bonuses | $ | $ 1,500,000 | |||||||||||||||||||||||
Modification of 2018 Solutions Infini Purchase Agreement | Solutions Infini | ||||||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||||||
Preferred share obligation | $ | 2,000 | |||||||||||||||||||||||
Modification of 2018 Solutions Infini Purchase Agreement | Solutions Infini | Preferred Stock | COVID-19 | ||||||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||||||
Preference shares, performance bonuses | $ | 3,700,000 | |||||||||||||||||||||||
Resale Registration Statement | Cowen and Company, LLC and Chardan Capital markets, LLC | Scenario Forecast | ||||||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||||||
Common stock value | $ | $ 2,700,000 | |||||||||||||||||||||||
Warrants exercise price | $ 0.01 | |||||||||||||||||||||||
Beneficial ownership limitation percentage | 4.99% | |||||||||||||||||||||||
Settlement shares, threshold percentage | 15.00% | |||||||||||||||||||||||
Settlement shares, trailing days | d | 10 | |||||||||||||||||||||||
Resale Registration Statement | Cowen and Company, LLC and Chardan Capital markets, LLC | Scenario Forecast | Convertible Notes | ||||||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||||||
Debt instrument, term | 3 years | |||||||||||||||||||||||
Interest rate | 5.00% | |||||||||||||||||||||||
Convertible notes | $ | $ 2,700,000 | |||||||||||||||||||||||
Convertible notes, threshold percentage | 5.00% | |||||||||||||||||||||||
Convertible notes, trailing days | d | 10 | |||||||||||||||||||||||
Subsequent Event | Intesa SanPaolo S.p.A. | Kaleyra S.p.A | ||||||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||||||
Deferment of debt repayments to next 12 months | $ | $ 412,000 | |||||||||||||||||||||||
Subsequent Event | Intesa SanPaolo S.p.A. | Buc Mobile | ||||||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||||||
Line of credit facility, maximum borrowing capacity | $ | $ 1,000,000 | |||||||||||||||||||||||
Subsequent Event | Unicredit | Kaleyra S.p.A | ||||||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||||||
Deferment of debt repayments to next 12 months | $ | $ 1,600,000 | |||||||||||||||||||||||
Subsequent Event | Forward Share Purchase Agreements | Greenhaven | ||||||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||||||
Business combination, share price | $ 11 | $ 11 | ||||||||||||||||||||||
Business combination payment for stock purchased | $ | $ 152,000 | |||||||||||||||||||||||
Business combination payment for number of stock purchased | shares | 60,996 | |||||||||||||||||||||||
Subsequent Event | Forward Share Purchase Agreements | Greenhaven | Scenario Forecast | ||||||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||||||
Business combination, share price | $ 11.70 | |||||||||||||||||||||||
Business combination, shares acquired | shares | 700,000 | |||||||||||||||||||||||
Subsequent Event | Forward Share Purchase Agreements | Greenhaven | Open Market | ||||||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||||||
Business combination, share price | $ 11.70 | |||||||||||||||||||||||
Sale of stock price per share | $ 8.50 | |||||||||||||||||||||||
Subsequent Event | Forward Share Purchase Agreements | Greenhaven | Common Stock | ||||||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||||||
Repurchases of common stock, shares | shares | 235,169 | |||||||||||||||||||||||
Repurchases of common stock, value | $ | $ 2,600,000 | |||||||||||||||||||||||
Subsequent Event | Forward Share Purchase Agreements | Greenhaven | Maximum | ||||||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||||||
Business combination, shares acquired | shares | 248,963 | |||||||||||||||||||||||
Subsequent Event | Forward Share Purchase Agreements | Kepos Alpha Fund L.P. | ||||||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||||||
Percentage of penalty payments | 18.00% | |||||||||||||||||||||||
Subsequent Event | Forward Share Purchase Agreements | Kepos Alpha Fund L.P. | Open Market | ||||||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||||||
Sale of stock price per share | $ 7 | |||||||||||||||||||||||
Subsequent Event | Forward Share Purchase Agreements | Yakira | Yakira Shares | ||||||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||||||
Business combination, share price | $ 10.93 | |||||||||||||||||||||||
Business combination, number of shares expected to be purchase | shares | 43,930 | |||||||||||||||||||||||
Subsequent Event | Forward Share Purchase Agreement Seventh Right | Kepos Alpha Fund L.P. | ||||||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||||||
Business combination, share price | $ 10.92 | |||||||||||||||||||||||
Business combination, shares acquired | shares | 50,000 | |||||||||||||||||||||||
Subsequent Event | Forward Share Purchase Agreement Fourth Right | Kepos Alpha Fund L.P. | ||||||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||||||
Business combination, shares acquired | shares | 46,137 | |||||||||||||||||||||||
Subsequent Event | Forward Share Purchase Agreement Fifth Right | Kepos Alpha Fund L.P. | ||||||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||||||
Business combination, share price | $ 10.82 | |||||||||||||||||||||||
Business combination, shares acquired | shares | 93,676 | |||||||||||||||||||||||
Subsequent Event | Forward Share Purchase Agreement Sixth Right | Kepos Alpha Fund L.P. | Maximum | ||||||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||||||
Business combination, share price | $ 10.92 | |||||||||||||||||||||||
Subsequent Event | Modification of 2018 Solutions Infini Purchase Agreement | Solutions Infini | ||||||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||||||
Preferred stock, par value | ₨ / shares | ₨ 10 | |||||||||||||||||||||||
Preferred share obligation | $ 2,000 | ₨ 140,000 | ||||||||||||||||||||||
Performance bonuses to be paid date, year | 2020 | |||||||||||||||||||||||
Subsequent Event | Loan Agreement | Monte dei Paschi di Siena S.p.A. | Kaleyra S.p.A | ||||||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||||||
Debt instrument face amount | $ 2,200,000 | € 2,000,000 | ||||||||||||||||||||||
Debt instrument, term | 36 months | |||||||||||||||||||||||
Interest rate | 1.75% | 1.75% | ||||||||||||||||||||||
Subsequent Event | BPM Loan Agreement | Banco Popolare di Milano S.p.A. | Kaleyra S.p.A | ||||||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||||||
Debt instrument face amount | $ 6,500,000 | € 6,000,000 | ||||||||||||||||||||||
Debt instrument, term | 45 months | |||||||||||||||||||||||
Description of variable rate | three-month Euribor plus a spread of 3.00%. | |||||||||||||||||||||||
Interest variable rate | 3.00% | |||||||||||||||||||||||
Frequency of periodic repayment | 15 quarterly installments | |||||||||||||||||||||||
Subsequent Event | BPM Loan Agreement | Banco Popolare di Milano S.p.A. | New Financing | Kaleyra S.p.A | ||||||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||||||
Debt instrument face amount | $ | $ 2,700,000 | |||||||||||||||||||||||
[1] | Amounts as of December 31, 2018 differ from those published in prior year consolidated financial statements as they were retrospectively adjusted as a result of the accounting for the Business Combination (as defined below in the notes). Specifically, the number of common shares outstanding during periods before the Business Combination are computed on the basis of the number of common shares of Kaleyra S.p.A. (accounting acquiror) during those periods multiplied by the exchange ratio established in the stock purchase agreement. Common stock and additional paid-in capital were adjusted accordingly. |