Cover Page
Cover Page - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2023 | Apr. 09, 2024 | Jun. 30, 2023 | |
Cover [Abstract] | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Period End Date | Dec. 31, 2023 | ||
Current Fiscal Year End Date | --12-31 | ||
Document Transition Report | false | ||
Entity File Number | 001-40856 | ||
Entity Registrant Name | KORE Group Holdings, Inc. | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Tax Identification Number | 86-3078783 | ||
Entity Address, Address Line One | 3 Ravinia Drive | ||
Entity Address, Address Line Two | Suite 500 | ||
Entity Address, City or Town | Atlanta | ||
Entity Address, State or Province | GA | ||
Entity Address, Postal Zip Code | 30346 | ||
City Area Code | 877 | ||
Local Phone Number | 710-5673 | ||
Title of 12(b) Security | Common stock, $0.0001 par value per share | ||
Trading Symbol | KORE | ||
Security Exchange Name | NYSE | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | true | ||
Entity Ex Transition Period | false | ||
ICFR Auditor Attestation Flag | false | ||
Document Financial Statement Error Correction [Flag] | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 50.3 | ||
Entity Common Stock, Shares Outstanding (in shares) | 83,196,842 | ||
Documents Incorporated by Reference | Part III incorporates information by reference to the registrant’s definitive proxy statement for the 2024 Annual Meeting of Stockholders, to be filed with the Securities and Exchange Commission no later than 120 days after December 31, 2023. | ||
Entity Central Index Key | 0001855457 | ||
Document Fiscal Year Focus | 2023 | ||
Document Fiscal Period Focus | FY | ||
Amendment Flag | false |
Audit Information
Audit Information | 12 Months Ended |
Dec. 31, 2023 | |
Auditor [Abstract] | |
Auditor Firm ID | 243 |
Auditor Name | BDO USA, P.C. |
Auditor Location | Atlanta, Georgia |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Current assets: | ||
Cash | $ 27,137 | $ 34,645 |
Accounts receivable, net | 52,413 | 44,538 |
Inventories, net | 8,215 | 10,051 |
Prepaid expenses and other current assets | 14,222 | 13,986 |
Total current assets | 101,987 | 103,220 |
Noncurrent assets: | ||
Restricted cash | 300 | 362 |
Property and equipment, net | 10,956 | 11,899 |
Intangible assets, net | 167,587 | 192,504 |
Goodwill | 294,974 | 369,706 |
Operating lease right-of-use assets | 9,367 | 10,019 |
Other non-current assets | 1,813 | 971 |
Total assets | 586,984 | 688,681 |
Current liabilities: | ||
Accounts payable | 23,983 | 17,835 |
Accrued liabilities | 23,421 | 16,000 |
Current portion of operating lease liabilities | 1,446 | 1,811 |
Deferred revenue | 9,044 | 7,817 |
Current portion of long-term debt and other borrowings, net | 2,411 | 5,345 |
Total current liabilities | 74,499 | 48,841 |
Noncurrent liabilities: | ||
Operating lease liabilities | 9,446 | 9,275 |
Long-term debt and other borrowings, net | 296,109 | 413,910 |
Deferred income tax liabilities, net | 13,795 | 25,193 |
Other liabilities | 14,568 | 10,790 |
Total liabilities | 550,011 | 508,009 |
Commitments and Contingencies | ||
Stockholders’ equity: | ||
Common stock, voting; par value $0.0001 per share; $315,000,000 shares authorized; $87,382,647 shares issued and $82,382,647 outstanding as of December 31, 2023, and $76,292,241 shares issued and outstanding as of December 31, 2022 | 8 | 8 |
Additional paid in capital | 461,069 | 435,292 |
Accumulated other comprehensive loss | (6,070) | (6,390) |
Accumulated deficit | (415,280) | (248,238) |
Treasury stock, at cost, $5,000,000 shares | (2,754) | 0 |
Total stockholders’ equity | 36,973 | 180,672 |
Total liabilities and stockholders’ equity | 586,984 | 688,681 |
Affiliate | ||
Current liabilities: | ||
Accrued interest due to affiliate | 2,530 | 0 |
Warrant liabilities to affiliates | 11,664 | 33 |
Noncurrent liabilities: | ||
Mandatorily redeemable preferred stock due to affiliate, net | $ 141,594 | $ 0 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2023 | Dec. 31, 2022 |
Statement of Financial Position [Abstract] | ||
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized (in shares) | 315,000,000 | 315,000,000 |
Common stock, shares issued (in shares) | 87,382,647 | 76,292,241 |
Common stock, shares outstanding (in shares) | 82,382,647 | 76,292,241 |
Common stock in treasury (in shares) | 5,000,000 | 5,000,000 |
Consolidated Statements of Oper
Consolidated Statements of Operations and Comprehensive Loss - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Revenues | ||
Total revenue | $ 276,610,000 | $ 268,447,000 |
Cost of revenue | ||
Total cost of revenue (exclusive of depreciation and amortization shown separately below) | 128,563,000 | 129,154,000 |
Operating expenses | ||
Depreciation and amortization | 58,363,000 | 54,499,000 |
Goodwill impairment | 78,257,000 | 58,074,000 |
Total operating expenses | 266,808,000 | 224,665,000 |
Operating loss | (118,761,000) | (85,372,000) |
Other expense (income) | ||
Interest income | (552,000) | (464,000) |
Loss on extinguishment of debt | 2,584,000 | 0 |
Other expense, net | 739,000 | 128,000 |
Loss before income taxes | (171,200,000) | (116,617,000) |
Income tax benefit | (4,158,000) | (10,417,000) |
Net loss | $ (167,042,000) | $ (106,200,000) |
Loss per share: | ||
Basic (in dollars per share) | $ (1.99) | $ (1.40) |
Diluted (in dollars per share) | $ (1.99) | $ (1.40) |
Weighted average shares outstanding: | ||
Basic (in shares) | 83,808,227 | 75,710,904 |
Diluted (in shares) | 83,808,227 | 75,710,904 |
Comprehensive loss | ||
Net loss | $ (167,042,000) | $ (106,200,000) |
Other comprehensive loss: | ||
Foreign currency translation adjustment | 320,000 | (2,927,000) |
Comprehensive loss | (166,722,000) | (109,127,000) |
Nonrelated Party | ||
Operating expenses | ||
Selling, general, and administrative expenses | 129,816,000 | 109,492,000 |
Other expense (income) | ||
Interest expense, including amortization of deferred financing costs | 40,625,000 | 31,835,000 |
Affiliate | ||
Operating expenses | ||
Selling, general, and administrative expenses | 372,000 | 2,600,000 |
Other expense (income) | ||
Interest expense, including amortization of deferred financing costs | 2,607,000 | 0 |
Change in fair value of warrant liabilities to affiliates | 6,436,000 | (254,000) |
Services | ||
Revenues | ||
Total revenue | 212,645,000 | 188,985,000 |
Cost of revenue | ||
Total cost of revenue (exclusive of depreciation and amortization shown separately below) | 82,547,000 | 67,268,000 |
Products | ||
Revenues | ||
Total revenue | 63,965,000 | 79,462,000 |
Cost of revenue | ||
Total cost of revenue (exclusive of depreciation and amortization shown separately below) | $ 46,016,000 | $ 61,886,000 |
Consolidated Statements of Chan
Consolidated Statements of Changes in Stockholders’ Equity - USD ($) | Total | Par value of common stock | Additional paid-in capital | Accumulated other comprehensive loss | Accumulated deficit | Treasury stock, at cost |
Beginning balance of stockholders' equity at Dec. 31, 2021 | $ 7,000 | $ 401,702,000 | $ (3,463,000) | $ (142,038,000) | $ 0 | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Common stock issued pursuant to acquisition | 1,000 | 23,294,000 | ||||
Stock-based compensation expense | 10,296,000 | |||||
Foreign currency translation adjustment | $ (2,927,000) | (2,927,000) | ||||
Net loss | (106,200,000) | (106,200,000) | ||||
Ending balance of stockholders' equity at Dec. 31, 2022 | 180,672,000 | 8,000 | 435,292,000 | (6,390,000) | (248,238,000) | 0 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Common stock issued pursuant to acquisition | 14,700,000 | |||||
Stock-based compensation expense | 11,251,000 | |||||
Stock awards cancelled for employee tax withholdings | (405,000) | |||||
Private offering and merger financing refund | 231,000 | |||||
Foreign currency translation adjustment | 320,000 | 320,000 | ||||
Net loss | (167,042,000) | (167,042,000) | ||||
Purchase of treasury stock | (2,754,000) | |||||
Ending balance of stockholders' equity at Dec. 31, 2023 | $ 36,973,000 | $ 8,000 | $ 461,069,000 | $ (6,070,000) | $ (415,280,000) | $ (2,754,000) |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Operating activities: | ||
Net loss | $ (167,042,000) | $ (106,200,000) |
Adjustments to reconcile net loss to net cash (used in) provided by operating activities | ||
Depreciation and amortization | 58,363,000 | 54,499,000 |
Amortization of deferred financing costs | 2,204,000 | 2,427,000 |
Loss on extinguishment of debt | 2,584,000 | 0 |
Goodwill impairment | 78,257,000 | 58,074,000 |
Stock-based compensation expense | 11,251,000 | 10,296,000 |
Deferred income taxes | (11,412,000) | (16,189,000) |
Amortization of operating lease right-of-use assets | 2,331,000 | 2,218,000 |
Other | 100,000 | 429,000 |
Changes in operating assets and liabilities, net of acquisitions: | ||
Accounts receivable | (7,707,000) | 8,962,000 |
Inventories | 1,973,000 | 6,542,000 |
Prepaid expenses and other assets | (87,000) | (1,992,000) |
Accounts payable and accrued liabilities | 12,968,000 | (1,968,000) |
Deferred revenue | 1,175,000 | 980,000 |
Operating lease liabilities | (1,847,000) | (1,468,000) |
Other assets and liabilities | 1,504,000 | 0 |
Net cash (used in) provided by operating activities | (6,419,000) | 16,356,000 |
Investing activities: | ||
Purchases of property and equipment | (4,433,000) | (3,307,000) |
Additions to intangible assets | (15,797,000) | (13,238,000) |
Acquisitions of business combinations, net of cash acquired | 0 | (46,002,000) |
Net cash used in investing activities | (20,230,000) | (62,547,000) |
Financing activities: | ||
Proceeds from issuance of debt | 185,000,000 | 0 |
Payment of original issue discount | (4,200,000) | 0 |
Payment of deferred financing costs | (6,853,000) | (356,000) |
Repayment of debt | (304,847,000) | (4,188,000) |
Purchase of treasury stock | (2,754,000) | 0 |
Principal payments under finance lease obligations | (123,000) | (150,000) |
Private offering and merger financing refund | 231,000 | 0 |
Payment of employee tax withholdings through cancelled shares of stock | (405,000) | 0 |
Net cash provided by (used in) financing activities | 18,906,000 | (4,694,000) |
Effect of exchange rate changes on cash | 173,000 | (451,000) |
Net decrease in cash and restricted cash | (7,570,000) | (51,336,000) |
Cash and restricted cash, beginning of year | 35,007,000 | 86,343,000 |
Cash and restricted cash, end of year | 27,437,000 | 35,007,000 |
Supplemental cash flow information: | ||
Cash paid for interest | 35,330,000 | 29,199,000 |
Cash paid for income taxes (net of refunds) | 5,718,000 | 2,119,000 |
Non-cash investing and financing activities: | ||
Fair value of KORE common stock issued pursuant to acquisition | 14,700,000 | 23,295,000 |
Issuance of penny warrants | 5,195,000 | 0 |
Operating lease right-of-use assets obtained in exchange for new operating lease liabilities | 1,636,000 | 3,409,000 |
ASU 2020-06 Adoption | 0 | 15,163,000 |
Operating lease right-of-use assets obtained in exchange for new operating lease liabilities upon the adoption of ASC 842 | 0 | 9,604,000 |
Premium finance agreement | 0 | 3,621,000 |
Affiliate | ||
Adjustments to reconcile net loss to net cash (used in) provided by operating activities | ||
Change in fair value of warrant liabilities to affiliates | 6,436,000 | (254,000) |
Changes in operating assets and liabilities, net of acquisitions: | ||
Accrued interest due to affiliate | 2,530,000 | 0 |
Financing activities: | ||
Proceeds from mandatorily redeemable preferred stock due to affiliate | $ 152,857,000 | $ 0 |
NATURE OF OPERATIONS
NATURE OF OPERATIONS | 12 Months Ended |
Dec. 31, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
NATURE OF OPERATIONS | NATURE OF OPERATIONS Organization and Basis of Presentation KORE Group Holdings, Inc. (together with its subsidiaries, “KORE,” or the “Company”) provides advanced connectivity services, location-based services, device solutions, managed and professional services used in the development and support of the “Internet of Things” (“IoT”) technology for the business market. The Company’s IoT platform is delivered in partnership with the world’s largest mobile network operators and provides secure, reliable, wireless connectivity to mobile and fixed devices. This technology enables the Company to expand its global technology platform by transferring capabilities across new and existing vertical markets and delivers complementary products to channel partners and resellers worldwide. The Company is incorporated in the state of Delaware and its operations are primarily located in North America. The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries, and have been prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”). All significant intercompany balances and transactions have been eliminated in consolidation. The Company’s common stock is traded on the New York Stock Exchange under the ticker symbol “KORE”. The Company currently qualifies as an Emerging Growth Company under Section 102(b)(1) of the JOBS Act, which, upon an affirmative election, which the Company has made, allows the Company to adopt new or revised financial accounting standards at the same time as private companies. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Use of Estimates The preparation of financial statements requires the Company to make a number of significant estimates. These include estimates of revenue recognition, fair value measurements of assets acquired and liabilities assumed in business combinations, assessments of indicators of impairment regarding various assets including goodwill, calculation of capitalized software costs, accounting for uncertainties in income tax positions, and other estimates that affect the reported amounts of certain assets and liabilities as of the date of the consolidated financial statements and the reported amounts of certain revenues and expenses during the reported periods. Changes in these estimates may occur in the near term. The Company’s estimates are inherently subjective in nature and actual results could differ from the Company’s estimates and the differences could be material. Reclassification of Prior Period Presentation Certain amounts reported in the prior year in the consolidated balance sheets have been reclassified to conform to the current year’s presentation. For comparative purposes, and to enhance transparency of the Company’s balance sheets, the Company has separately presented in the financial statements transactions with affiliates, and has reclassified certain immaterial amounts in the prior period. Immaterial Out of Period Adjustment During the year ended December 31, 2023, the Company identified an immaterial error related to the 2023 and 2022 accounting for indirect taxes that impacted the Company’s previously issued 2022 consolidated financial statements. Management evaluated the effect of the error on the 2023 and 2022 consolidated financial statements and concluded the error was not material. As a result, in 2023, the Company recorded an out of period adjustment to increase accrued liabilities and selling, general, and administrative expenses, each by approximately $1.4 million as of and for the year ended December 31, 2023. An additional amount of $0.4 million was recorded as of December 31, 2023 for a total indirect tax contingent liability of $1.8 million. See also Note 19 — Commitments and Contingencies . Change in Accounting Estimate — Depreciation of Property and Equipment On January 1, 2024, the Company elected to change its method of depreciation for long-lived assets from the declining balance method to the straight-line method. The Company’s use of the straight-line depreciation method will be effective beginning January 1, 2024, and will be applied prospectively as a change in estimate. Restricted Cash Restricted cash represents cash deposits held with financial institutions for letters of credit and is not available for general corporate purposes. Concentrations of Credit Risk Cash is a financial instrument that is potentially subject to concentrations of credit risk. The Company’s cash is deposited in accounts at large financial institutions, and amounts may, at times, exceed federally insured limits. Trade Accounts Receivable and Allowance for Credit Losses The Company records accounts receivable at amortized cost less an allowance for credit losses. The Company accounts for credit losses under the current expected credit loss model using a loss rate methodology, which considers historical loss rates on its trade accounts receivable balances, adjusted for current conditions, along with reasonable and supportable forecasts regarding collections and delinquencies on trade accounts receivable. The Company adopted ASU 2016-13, the updated accounting standard regarding credit losses as described above, on January 1, 2023, utilizing the modified retrospective method. The adoption of ASU 2016-13 modified the measurement of expected credit losses on certain financial instruments such as trade receivables that result from revenue transactions within the scope of ASC 606. The Company generally does not require collateral from its customers, although it may require letters of credit in certain instances to limit its credit risk. Inventories The Company generally records its inventory, of which substantially all inventory consists of finished goods such as SIM cards, other hardware and packaging materials, using the average cost method. One wholly-owned consolidated subsidiary which was acquired in 2022 uses the first-in, first-out (“FIFO”) method. All inventories are stated at the lower of cost or net realizable value. Deferred Financing Costs Deferred financing costs consist principally of debt issuance costs which are amortized using the straight-line method (as the straight-line method is not materially different from the effective interest method) over the terms of the related debt agreements and are presented in the consolidated balance sheets as direct deductions from the balance of long-term debt. Issuance costs for undrawn credit facilities are recorded in other long-term assets in the consolidated balance sheets and are amortized over the term of the agreement using the straight-line method. Property and Equipment For the years ended December 31, 2023 and 2022, property and equipment, with the exception of leasehold improvements as further described below, were depreciated over their estimated useful lives using the declining balance method. Leasehold improvements are depreciated using the straight-line method over the shorter of the estimated useful life of the asset or the remaining term of the lease. Leases Lessee-type leases The Company leases real estate, computer hardware, and vehicles for use in its operations under both operating and finance leases. The Company assesses whether an arrangement is a lease or contains a lease at inception. For arrangements considered leases or that contain a lease that is accounted for separately, the Company determines the classification and initial measurement of the right-of-use asset and lease liability at the lease commencement date, which is the date that the underlying asset becomes available for use. For both operating and finance leases, the Company recognizes a right-of-use asset, which represents its right to use the underlying asset for the lease term, and a lease liability, which represents the present value of the Company’s obligation to make payments arising over the lease term. The present value of the Company’s obligation to make payments is calculated using the incremental borrowing rate for operating and finance leases. The incremental borrowing rate is determined using a portfolio approach based on the rate of interest that the Company would have to pay to borrow an amount equal to the lease payments on a collateralized basis over a similar term. Management uses the unsecured borrowing rate and risk-adjusts that rate to approximate a collateralized rate, which is updated on an annual basis for the measurement of new lease liabilities. In those circumstances where the Company is the lessee, we have elected to account for non-lease components associated with our leases (e.g., common area maintenance costs) and lease components as a single lease component for all of our asset classes. Operating lease cost for operating leases is recognized on a straight-line basis over the term of the lease and is included in selling, general, and administrative expense in the Company’s consolidated statements of operations and comprehensive loss, based on the use of the facility on which rent is being paid. Operating leases with a term of 12 months or less are not recorded on the balance sheet; and the Company recognizes rent expense for these leases on a straight-line basis over the lease term. The Company recognizes the amortization of the right-of-use asset for its finance leases on a straight-line basis over the shorter of the term of the lease or the useful life of the right-of-use asset in depreciation and amortization expense in its consolidated statements of operations and comprehensive loss. The interest expense related to finance leases is recognized using the effective interest method based on the discount rate determined at lease commencement and is included within interest expense in the Company’s consolidated statements of operations and comprehensive loss. Lessor-type leases In addition to selling our products directly to customers, the Company has entered into a leasing arrangement as a lessor for certain of its hardware devices as further described in Note 7 — Leases . The Company assesses lessor-type leases in order to classify them as either operating or finance type leases, with finance-type lessor leases further divided into the categories of either sales-type leases or direct financing leases. The determination for leases classified as sales-type are: (i) whether the lease transfers ownership of the equipment by the end of the lease term, (ii) whether the lease grants the customer an option to purchase the equipment and the customer is reasonably certain to do so, (iii) whether the lease term is for the major part of the economic life of the underlying equipment, (iv) whether the present value of the lease payments, and any residual value guaranteed by the customer that is not already reflected in the lease payments, is equal to or greater than substantially all of the fair market value of the equipment at the commencement of the lease, and (v) whether the equipment is specific to the customer and of such a specialized nature that it is expected to have no alternative use to the Company at the end of the lease term. Leasing arrangements meeting any of these conditions are accounted for as sales-type leases and revenue attributable to the lease component is recognized in a manner consistent with the equipment sales and the related equipment is derecognized with the associated expense presented as a cost of revenue. Leasing arrangements that do not meet the criteria for classification as a sales-type lease will be accounted for as a direct-financing lease if the following two conditions are met: (i) the present value of the lease payments and any residual value guaranteed by the customer that is not already reflected in the lease payments and any other third party unrelated to the Company, is equal to or greater than substantially all of the fair market value of the equipment at the commencement of the lease, and (ii) it is probable that the Company will collect the lease payments and amounts necessary to satisfy a residual value guarantee. Leasing arrangements that do not meet any of the finance-type lessor lease classification criteria are accounted for as operating leases and revenue is recognized straight-line over the term of the lease. Internal Use Software Certain costs of platform and software applications developed for internal use are capitalized as intangible assets. Capitalization of costs begins when two criteria are met: (i) the preliminary project stage is completed (i.e. application development stage) and (ii) it is probable that the software will be completed and used for its intended function. The Company also capitalizes costs related to specific upgrades and enhancements when it is probable the expenditure will result in additional functionality. Costs incurred for maintenance, minor upgrades and enhancements are recorded under selling, general, and administrative expenses in the consolidated statement of operations and comprehensive loss as incurred. Costs related to preliminary project activities and post-implementation operating activities are also recorded under selling, general, and administrative expenses in the consolidated statement of operations and comprehensive loss as incurred. The Company amortizes the capitalized costs on a straight-line basis over the useful life of the assets. Intangible Assets Identifiable intangible assets acquired individually or as part of a group of other assets are initially recognized and measured at cost. The cost of a group of intangible assets acquired in a transaction, including those acquired in a business combination that meet the specified criteria for recognition apart from goodwill, is the sum of the individual assets acquired based on their acquisition date fair values. The cost incurred to enhance the service potential of an intangible asset is capitalized as a betterment. The Company capitalizes costs directly related to the design, deployment and enhancements of its internal operating support systems, including employee-related costs. The Company amortizes amortizable intangible assets on a straight-line basis over their estimated useful lives. Goodwill and Long-Lived Asset Impairment Testing Goodwill is not amortized, but rather, is subject to impairment testing. The Company tests goodwill for impairment on an annual basis on October 1 of each year, or when events or changes in circumstances indicate that the carrying amount of goodwill may not be recoverable. Goodwill and long-lived assets are tested for impairment at the reporting unit level, and the Company has been determined to be operating as a single reporting unit. Business Combinations The Company allocates the fair value of the consideration transferred to the assets acquired and liabilities assumed based on their fair values as of the acquisition date. The excess of the fair value of consideration transferred over the fair value of the assets acquired and liabilities assumed is recorded as goodwill. Acquisition-related expenses and restructuring costs are recognized separately from a business combination and are expensed as incurred. All changes in accounting for deferred tax asset valuation allowances and acquired income tax uncertainties after the measurement period are recognized as a component of provision for income taxes. When determining the fair values of assets acquired and liabilities assumed, management makes significant estimates and assumptions, especially with respect to intangible assets. Critical estimates in valuing intangible assets include expected future cash flows based on consideration of future growth rates and margins, customer attrition rates, future changes in technology and brand awareness and discount rates. Fair value estimates are based on the assumptions management believes a market participant would use in pricing the asset or liability. Contingent Liabilities The Company has certain contingent liabilities that arise in the ordinary course of business activities. The Company accrues for loss contingencies when losses become probable and are reasonably estimable. If the reasonable estimate of the loss is a range and no amount within the range is a better estimate, the minimum amount of the range is recorded as a liability. The Company does not accrue for contingent losses that, in its judgment, are considered to be reasonably possible, but not probable; however, it discloses the range of such reasonably possible losses, if estimable. Treasury Stock Treasury stock is reflected as a reduction of stockholders’ equity at the cost to acquire the stock at its fair market value, which is determined as the closing price of the Company’s stock on the date of acquisition if purchased in a non-market transaction. Treasury stock purchased on the secondary market is reflected at the actual market purchase price. Segments Operating segments are defined as components of an entity for which separate financial information is available and that is regularly reviewed by the CODM in deciding how to allocate resources to the individual segment and in assessing performance. The Company’s CODM is its Chief Executive Officer. The Company has determined that it operates in one operating segment and one reportable segment, as the CODM reviews financial information presented on a consolidated basis for purposes of making operating decisions, allocating resources, and evaluating financial performance. Revenue Recognition The Company recognizes revenue when its customer obtains control of promised goods or services, in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. To determine the appropriate amount of revenue to be recognized for arrangements determined to be within the scope of ASC 606 — Revenue from Contracts with Customers (“ASC 606”) , the Company applies the five step model: (i) identification of the contract(s) with a customer; (ii) identification of the performance obligations in the contract; (iii) determination of the transaction price; (iv) allocation of the transaction price to the performance obligations in the contract; and (v) recognition of revenue when (or as) the Company satisfies a performance obligation. The Company only applies the five-step model to contracts when it is probable that the entity will collect consideration it is entitled to in exchange for the goods or services it transfers to the customer. The Company derives revenues primarily from IoT Connectivity and IoT Solutions. IoT Connectivity IoT Connectivity arrangements provide customers with secure and reliable wireless connectivity to mobile and fixed devices through various mobile network carriers. Revenue from IoT Connectivity consists of MRCs and overage/usage charges, and contracts are generally short-term in nature (i.e., month-to-month arrangements). Revenue for MRCs and overage/usage charges are recognized over time as the Company satisfies the performance obligation (generally starting when an enrolled device is activated on the Company’s platform). Most of the MRCs are billed monthly in advance (generally in the last week of a month); any amounts billed for which the service has not been provided as of the balance sheet dates are reported as a contract liability and components of deferred revenue. Overage/usage charges are billed in arrears on a monthly cycle. Overage usage charges are evaluated on a monthly basis, and any overage/usage charges determined by management as unlikely to be collected due to a customer disputing the charge or due to a concession are reserved in the month billed and are not initially recognized as revenue. These amounts are netted against accounts receivable and reversed when credited to the customer account, generally no longer than one Certain IoT Connectivity customers also have the option to purchase products and/or equipment (e.g. SIM cards, routers, phones, or tablets) from the Company on an as needed basis. Product sales to IoT Connectivity customers are recognized when control is transferred to the customer, which is typically upon shipment of the product. IoT Solutions IoT Solutions arrangements include device solutions (including connectivity), deployment services, and/or technology-related professional services. Management evaluates each IoT Solutions arrangement to determine the contract for accounting purposes. If a contract contains more than one performance obligation, consideration is allocated to each performance obligation based on standalone selling prices (“SSPs”). When available, the Company uses observable prices to determine SSPs. When observable prices are not available, SSPs are established that reflect the Company’s best estimates of what the selling price of the performance obligations would be if they were sold regularly on a stand-alone basis. The Company’s process for estimating SSPs without observable prices considers multiple factors that may vary depending upon the unique facts and circumstances related to each performance obligation including, where applicable, prices charged by the Company for similar offerings, market trends in the pricing for similar offerings, product-specific business objectives and the estimated cost to provide the performance obligation. Hardware, deployment services, and connectivity services generally have readily observable prices. The standalone selling price of the Company’s warehouse management services (which is associated with its bill-and-hold inventory and determined to be immaterial as discussed below) was determined using a cost-plus-margin approach with the primary assumptions including company profit objectives, internal cost structure, and current market trends. Device and other hardware sales in IoT Solutions arrangements are generally accounted for as separate contracts since the customer is not obligated to purchase additional services when committing to the purchase of any products. Such sales are typically recognized upon shipment to the customer. However, in certain contracts, the customer has requested for the Company to hold the products ordered for later shipment to the customer’s remote location or to the customer’s end user as a part of a vendor managed inventory model. In these situations, management has concluded that transfer of control to the customer occurs prior to shipment. In these “bill-and-hold” arrangements, the right to invoice, transfer of legal title and transfer of the risk and rewards associated with the products occurs when the Company receives the hardware from a third-party vendor and has deemed it to be functional. Additionally, the products are identified both physically and systematically as belonging to a specific customer, are usable by the customer, and are only shipped, used, or disposed as directed by the specific customer. Based on these factors, management recognizes revenue on bill-and-hold hardware when the hardware is received by the Company and deemed functional. As part of the bill-and-hold arrangements, the Company performs a service related to the storage of the hardware. The Company has determined that any storage fees related to bill-and-hold inventory are immaterial to the consolidated financial statements taken as a whole. IoT Solutions arrangements may also contain embedded leases for hardware used to fulfill services. A contract with a customer includes an embedded lease when the Company grants the customer a right to control the use of an identified asset for a period of time in exchange for consideration. Embedded leases with customers are typically recognized either as sales-type leases in which revenue and cost of sales is recognized upon lease commencement; or they may be recognized as operating leases in which revenue is recognized over the usage period. Where a contract contains an embedded lease, the contract’s transaction price is allocated to the contract performance obligations and the lease component based upon the relative standalone selling price. Deployment services consist of the Company preparing hardware owned by a customer for use by a customer’s end user. Deployment and connectivity may both be included within a single IoT Solutions contract and are considered separate performance obligations. While consideration for deployment services is generally fixed when ordered by the client, consideration for connectivity services is variable and solely related to the connectivity services. Therefore, the fixed consideration is allocated to the deployment services and is recognized as revenue when the services are provided (i.e. when the related hardware is shipped to the customer). Connectivity within IoT Solutions contracts are recognized similar to the IoT Connectivity as described above, since such contracts are generally short term in nature and variability is resolved each month as the services are provided. Professional services are generally provided over a contract term of one The Company estimates the transaction price based on the amount expected to be received for transferring the promised goods or services in the contract. The consideration may include fixed consideration or variable consideration. At the inception of each arrangement that includes variable consideration, the Company evaluates the amount of potential payment and the likelihood that the payments will be received. The Company utilizes either the most likely amount method or expected value method to estimate the amount expected to be received based on which method best predicts the amount expected to be received. The amount of variable consideration that is included in the transaction price may be constrained and is included in the transaction price only to the extent that it is probable that a significant reversal in the amount of the cumulative revenue recognized will not occur in a future period. Product returns are recorded as a reduction to revenue based on anticipated sales returns that occur in the normal course of business and were immaterial for the years ended December 31, 2023 and 2022. The Company primarily has assurance-type warranties that do not result in separate performance obligations. Contract Balances Contract assets, or unbilled receivables, are recorded when the Company performs a service or transfers a good in advance of receiving consideration (the right to consideration is conditional on something other than the passage of time). Contract assets are classified as accounts receivable when the Company’s right to consideration is unconditional (only the passage of time is required before payment is due). Contract liabilities, or deferred revenue, are recorded when the Company receives consideration (or has the unconditional right to receive consideration) in advance of performing a service or transferring a good. Deferred revenue primarily relates to revenue that is recognized over time for connectivity monthly recurring charges, the changes in balance of which are related to the satisfaction or partial satisfaction of these contracts. The balance also contains a deferral for goods that are in-transit at the period end for which control transfers to the customer upon delivery. Taxes Collected from Customers and Remitted to Governmental Authorities The Company excludes taxes assessed by governmental authorities that are both imposed on and concurrent with a specific revenue-producing transaction and collected from customers. Accordingly, such tax amounts are not included as a component of revenue or cost of revenue and are accrued in current liabilities until remitted to governmental authorities. Practical Expedients The Company applies ASC 606, utilizing the following allowable exemptions or practical expedients: • Practical expedient not to disclose the unfulfilled performance obligation balance for contracts with an original length of one year or less. • Practical expedient to recognize the incremental costs of obtaining a contract as an expense when incurred if the amortization period of the asset that the entity otherwise would have recognized is one year or less. • Practical expedient to present revenue net of sales taxes and other similar taxes. • Practical expedient from recognizing shipping and handling activities as a separate performance obligation. • Practical expedient not requiring the entity to adjust the promised amount of consideration for the effects of a significant financing component if the entity expects, at contract inception, that the period between when the entity transfers a promised good or service to a customer and when the customer pays for that good or service will be one year or less. Cost of revenue, exclusive of depreciation and amortization Cost of revenue includes any cost of connectivity incurred with the Company’s carriers, as well as hardware products and materials and associated freight expense, and direct labor. Selling, general, and administrative expenses Selling, general, and administrative expenses include costs of the Company’s business not directly attributable to performing services or selling products that are not otherwise separately stated on the Company’s consolidated statements of operations and comprehensive loss. Such costs include salaries and benefits, professional services, and lease expenses. Stock-based compensation The Company sponsors an equity incentive plan that provides for the grant of various stock-based awards including time-vested restricted stock units and performance share units. The fair value of any such award is calculated on its grant date fair value, which for time-vested and performance share restricted stock units (excluding those with market conditions), is the market price on close of business of the grant date. The fair value of performance share units that include any market-based metrics is determined as of the grant date using either a Monte Carlo simulation or a binomial lattice valuation model. The Company recognizes compensation expense on a straight-line basis over the period the grant is earned by the employee, generally three years. The Company assesses the likelihood of performance criteria being achieved for performance-based awards on a quarterly basis. If the Company determines that the performance criteria are probable of being achieved, the fair value of the award is expensed on a straight-line basis over the balance of the vesting period. In the event the Company determines it is no longer probable that it will achieve the minimum performance criteria specified in a performance-based award, the Company reverses all of the previously recognized compensation expense in the period such a determination is made. The Company accounts for forfeitures of stock-based compensation as any such forfeitures occur. Foreign Currency The functional currency of the Company’s foreign subsidiaries is generally the local currency. Any transactions recorded in the Company’s foreign subsidiaries denominated in a currency other than the local currency are remeasured using current exchange rates each reporting period with the resulting unrealized gains or losses of $0.1 million and $1.8 million being included in selling, general, and administrative expenses in the consolidated statements of operations and comprehensive loss for the years ended December 31, 2023 and 2022. For consolidation purposes, all assets and liabilities denominated in a foreign currency are translated into U.S. dollars at the exchange rate on the balance sheet date. Revenues and expenses are translated at the average exchange rate during the period. Equity transactions are translated using historical exchange rates. Adjustments resulting from translating foreign functional currency financial statements into U.S. dollars are recorded as part of a separate component of stockholders’ equity and reported in the consolidated statements of operations and comprehensive loss. Income Taxes The Company provides for income taxes under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The Company recognizes the effect of income tax positions only if those positions are more likely than not to be sustained. Recognized income tax positions are measured at the largest amount that is greater than 50% likely to be realized. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the year that includes the date of enactment. A valuation allowance is recorded to reduce deferred tax assets to an amount, which, in the opinion of management, is more likely than not to be realized. The Company considers factors such as the cumulative income or loss in recent years; reversal of any deferred tax liabilities; projected future taxable income exclusive of temporary differences; the character of the income tax asset, including income tax positions; tax planning strategies and other factors in the determination of the valuation allowance. Earnings Per Share The Company applies the treasury stock method to determine the dilutive effect of potentially dilutive securities, including warrants, and the if-converted method to determine the dilutive effect of any potentially dilutive convertible securities. Recently Adopted Accounting Pronouncements The Company considers the applicability and impact of all ASUs issued by the FASB. ASUs not listed below were assessed and determined to be either not applicable or did not have a material impact on the Company's consolidated financial statements. The following ASUs have been adopted by the Company during the fiscal year 2023: ASU 2022-04, Liabilities—Supplier Finance Programs (Topic 405-50) - Disclosure of Supplier Finance Program Obligations In September 2022, the FASB issued ASU No. 2022-04, “Liabilities—Supplier Finance Programs (Topic 405-50) - Disclosure of Supplier Finance Program Obligations,” to enhance the transparency of supp |
REVENUE RECOGNITION
REVENUE RECOGNITION | 12 Months Ended |
Dec. 31, 2023 | |
Revenue from Contract with Customer [Abstract] | |
REVENUE RECOGNITION | REVENUE RECOGNITION Disaggregated Revenue The table below sets forth a summary of revenue by major service line: For the Year Ended December 31, (in thousands) 2023 2022 Services: IoT Connectivity (1) $ 200,066 $ 173,526 IoT Solutions 12,579 15,459 $ 212,645 $ 188,985 Products: Hardware (2)(3) $ 63,965 $ 79,462 Total $ 276,610 $ 268,447 (1) Includes connectivity-related revenue from IoT Connectivity and IoT Solutions. (2) Includes hardware-related revenue from IoT Connectivity and IoT Solutions. (3) Includes $6.4 million and $10.7 million of bill-and-hold arrangements for the years ended December 31, 2023 and 2022, respectively. The table below sets forth a summary of revenue by geographic area: For the Year Ended December 31, (in thousands) 2023 2022 United States $ 223,172 $ 211,599 Other countries 53,438 56,848 Total $ 276,610 $ 268,447 Contract Assets The following table sets forth the change in contract assets, or unbilled receivables (1) : (in thousands) December 31, 2023 Beginning balance $ — Revenue recognized during the period but not billed (2) 2,173 Amounts reclassified to accounts receivable — Ending balance $ 2,173 (1) There were no contract assets as of or for the year ended December 31, 2022. (2) Net of financing component of $0.3 million. Contract Liabilities The table below sets forth the change in contract liabilities, or deferred revenue: December 31, (in thousands) 2023 2022 Beginning balance $ 7,817 $ 6,889 Amounts billed but not recognized as revenue 9,041 7,814 Revenue recognized from balances held at the beginning of the period (7,817) (6,889) Foreign exchange 3 3 Ending balance $ 9,044 $ 7,817 Remaining Performance Obligations Remaining performance obligations represent the aggregate amount of the transaction price in contracts allocated to performance obligations that are unsatisfied, or partially unsatisfied, at the end of the reporting period. Remaining performance obligations estimates are subject to change and are affected by several factors, including terminations, changes in the scope of contracts, periodic revalidations, adjustments for revenue that has not materialized, and adjustments for currency. As of December 31, 2023 the Company had approximately $13.1 million of remaining performance obligations on contracts with an original duration of one year or more. The Company expects to recognize approximately 67% of these remaining performance obligations in 2024, with the remaining of balance recognized thereafter. The Company has variable consideration of approximately $1.4 million that was constrained revenue and excluded from the transaction price as of December 31, 2023. There were no material instances where variable consideration was constrained and not recorded at the initial time of sale for the year ended December 31, 2022. Costs to Obtain and Fulfill a Contract The Company did not have material costs related to obtaining a contract, or fulfilling a contract that are not addressed by other accounting standards, with amortization periods greater than one year as of December 31, 2023 and 2022. Customer Concentrations The Company did not have concentrations in revenue from customers or related accounts receivable for the year ended or as of December 31, 2023. The Company had one customer, a large multinational medical device and health care company that represented 11% of the Company’s total revenue and 16% of the Company’s total accounts receivable as of and for the year ended December 31, 2022. |
ACQUISITIONS
ACQUISITIONS | 12 Months Ended |
Dec. 31, 2023 | |
Business Combination and Asset Acquisition [Abstract] | |
ACQUISITIONS | ACQUISITIONS Business Acquisitions Completed in 2023 On June 1, 2023, the Company completed the purchase of certain assets of Twilio Inc., including a carved-out workforce of over 50 employees and certain technology and customer relationships, and assumed certain liabilities related to those assets, primarily related to accrued commissions and benefits owed to the acquired employees. The assets acquired were dissimilar assets, with the ability to create inputs and conduct activities to produce a return on the Company’s investment, and, therefore, the acquisition was accounted for as an acquisition of a business (“Twilio’s IoT Business”), and not an asset acquisition. The transaction was funded by an issuance of the Company’s shares of stock, as set forth in the table, below. Transaction costs for legal consulting, accounting, and other related costs incurred in connection with the acquisition were approximately $1.8 million which are in cluded in selling, general, and administrative expenses in the Company’s consolidated statements of operations and comprehensive loss. The following table sets forth a summary of the allocation of the consideration transferred, including the identified assets acquired and liabilities assumed as of the acquisition date: (in thousands) Fair Value Fair value of KORE common stock issued to sellers (10,000,000 shares) $ 14,700 Total consideration $ 14,700 Assets acquired: Intangible assets $ 11,500 Inventories 326 Property and equipment 36 Total Assets acquired $ 11,862 Liabilities assumed: Accrued liabilities $ 405 Total liabilities assumed $ 405 Net identifiable assets acquired 11,457 Goodwill (excess of consideration transferred over net identifiable assets acquired) $ 3,243 Goodwill represents the future economic benefits that the Company expects to achieve as a result of the acquisition of the human capital and assets acquired. The goodwill resulting from this acquisition is deductible for tax purposes. Consideration of disclosure of unaudited pro forma information GAAP requires that a publicly traded entity disclose unaudited pro forma information regarding a business acquisition unless the disclosure of such information is impracticable. This disclosure involves a retrospective application of financial information to create factually supportable unaudited pro forma financial statements as of the reporting date, as if the acquisition had taken place at the beginning of the year of acquisition. The Company believes that the disclosure of pro forma financial information regarding this acquisition is impracticable. As the acquisition was a carve-out of assets, which only meets the definition of a “business acquisition” because of the dissimilarity of the assets acquired and the ability of the acquired workforce to “create outputs” or generate revenue, no internally generated financial statements were made available to the Company. The Company considers any potential for retrospectively presented information regarding revenue, expenses, and income to require assumptions of significant amounts and about Twilio management’s intent in prior periods that cannot be objectively determined or independently substantiated. The financial results of this acquisition are included in the Company’s consolidated statements of operations and comprehensive loss from the date of acquisition and the revenue and net loss so included were deemed impracticable to separate from the Company’s overall results. Business Acquisitions Completed in 2022 On February 16, 2022, the Company acquired 100% of the outstanding share capital of Business Mobility Partners, Inc. and Simon IoT LLC which are industry-leading mobility service providers, to expand the Company’s services and solutions within the healthcare and life sciences industries (the “BMP Business Combination Agreement”). The transaction was funded by available cash and the issuance of the Company’s shares. Transaction costs for legal consulting, accounting, and other related costs incurred in connection with the acquisition of BMP were $1.7 million of which $1.4 million and $0.3 million were included in selling, general and administrative expenses in the Company’s consolidated statements of operations and comprehensive loss for the years ended December 31, 2022 and 2021 respectively. The following table sets forth a summary of the allocation of the consideration transferred for BMP, including the identified assets acquired and liabilities assumed as of the acquisition date: (in thousands) Fair Value Cash, (net of closing cash of $1,995) and working capital adjustments $ 46,002 Fair value of KORE Common Stock issued to sellers (4,212,246 shares) 23,295 Total consideration $ 69,297 Assets acquired: Intangible assets $ 28,664 Accounts receivable 3,303 Inventories 1,323 Prepaid expenses and other receivables 976 Property and equipment 201 Total assets acquired $ 34,467 Liabilities assumed: Deferred tax liabilities $ 7,391 Accounts payable and accrued liabilities 2,638 Total liabilities assumed $ 10,029 Net identifiable assets acquired 24,438 Goodwill (excess of consideration transferred over net identifiable assets acquired) $ 44,859 Goodwill represents the future economic benefits that we expect to achieve as a result of the BMP acquisition. Approximately $7.0 million of the goodwill resulting from the acquisition is deductible for tax purposes. The BMP Business Combination Agreement contains customary indemnification terms. Under the BMP Business Combination Agreement, a portion of the cash purchase price, approximately $3.5 million paid at closing was to be held in escrow for a maximum of 18 months from the closing date, to guarantee performance of general representations and warranties regarding closing amounts and to indemnify the Company against any future claims. The financial results of BMP are included in the Company’s consolidated statement of operations and comprehensive loss from the date of acquisition. For the year ended December 31, 2022, the amounts of revenue and net income included in the Company’s consolidated statements of operations and comprehensive loss were $45.7 million and $11.1 million, respectively. Unaudited pro forma information This unaudited pro forma financial information presented is not necessarily indicative of what the operating results would have been if the acquisition had taken place on January 1, 2021, nor is it indicative of future operating results. The pro forma amounts include the historical operating results of the Company prior to the acquisition, with adjustments factually supportable and directly attributable to the acquisition, primarily related to transaction costs, and the amortization of intangible assets. Had the acquisition of BMP been completed on January 1, 2021, net revenue would have been approximately $274.2 million and net loss would have been approximately $104.5 million for the year ended December 31, 2022. |
ACCOUNTS RECEIVABLE
ACCOUNTS RECEIVABLE | 12 Months Ended |
Dec. 31, 2023 | |
Receivables [Abstract] | |
ACCOUNTS RECEIVABLE | ACCOUNTS RECEIVABLE The following table sets forth the details of the Company’s accounts receivable, net balances included on the consolidated balance sheets as of December 31, 2023 and 2022: December 31, (in thousands) 2023 2022 Accounts receivable $ 52,843 $ 45,097 Less: allowance for credit losses (430) (559) Accounts receivable, net $ 52,413 $ 44,538 As of January 1, 2022, the Company’s accounts receivable balance was $51.6 million. The Company incurred bad debt expense of $0.2 million and $0.4 million, respectively, for the years ended December 31, 2023 and 2022. The write-offs and recoveries were immaterial for the years ended December 31, 2023 and 2022. The Company’s adoption of the Current Expected Credit Loss standard did not have a material effect on the Company’s financial statements. See Note 3 — Revenue Recognition for disclosure of any concentrations in both accounts receivable and revenue. |
PROPERTY AND EQUIPMENT
PROPERTY AND EQUIPMENT | 12 Months Ended |
Dec. 31, 2023 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY AND EQUIPMENT | PROPERTY AND EQUIPMENT The following table sets forth the details of property and equipment included on the consolidated balance sheets as of December 31, 2023 and 2022: December 31, (in thousands) 2023 2022 Computer hardware $ 16,381 $ 17,684 Computer software 8,764 9,547 Networking equipment 7,775 7,715 Leasehold improvements 3,451 3,017 Furniture and fixtures 1,930 2,550 Property and equipment $ 38,301 $ 40,513 Less: accumulated depreciation and amortization (27,345) (28,614) Property and equipment, net $ 10,956 $ 11,899 The Company recorded depreciation expense of $5.6 million and $3.7 million, respectively, for the years ended December 31, 2023 and 2022. |
LEASES
LEASES | 12 Months Ended |
Dec. 31, 2023 | |
Leases [Abstract] | |
LEASES | LEASES Lessee-type leases The Company leases real estate, computer hardware, and vehicles for use in its operations under both operating and finance leases. The Company’s leases have remaining lease terms ranging from one Supplemental disclosure related to operating and finance leases included on our consolidated balance sheets are set forth as follows: December 31, (in thousands) Classification on Consolidated Balance Sheets 2023 2022 Noncurrent assets: Operating lease right-of-use assets Operating lease right-of-use assets $ 9,367 $ 10,019 Finance lease right-of-use assets Property and equipment, net 127 250 Total $ 9,494 $ 10,269 Current liabilities: Operating lease liabilities Current portion of operating lease liabilities $ 1,446 $ 1,811 Finance lease liabilities Accrued liabilities 106 115 Noncurrent liabilities: Operating lease liabilities Noncurrent portion of operating lease liabilities 9,446 9,275 Finance lease liabilities Other noncurrent liabilities 21 135 Total $ 11,019 $ 11,336 The following table sets forth operating and finance lease cost for the years ended December 31, 2023 and 2022: For the Year Ended December 31, (in thousands) Classification on Statement of Operations 2023 2022 Operating lease cost Selling, general, and administrative expenses $ 4,120 $ 3,531 Finance lease cost: Amortization of leased assets Depreciation and amortization $ 241 $ 350 Interest on lease liabilities Interest expense 9 17 Total finance lease cost $ 250 $ 367 The weighted-average remaining lease term and the weighted-average discount rate of our leases were as follows: December 31, 2023 2022 Weighted average remaining lease term: Operating leases 7.1 years 7.7 years Finance leases 1.1 years 2.1 years Weighted average discount rate: Operating leases 8.0 % 7.6 % Finance leases 5.6 % 5.5 % The following table sets forth the future minimum lease payments under operating and finance leases subsequent to December 31, 2023: (in thousands) Operating Leases Finance Leases 2024 $ 2,229 $ 109 2025 2,079 25 2026 1,809 — 2027 1,832 — 2028 1,672 — Thereafter 4,859 — Total minimum lease payments $ 14,480 $ 134 Interest (3,588) (7) Total $ 10,892 $ 127 Lessor-type leases The Company entered into a long-term contract with a customer on August 1, 2023, which included certain hardware devices, on-site installation, maintenance, and connectivity services. The Company determined that this contract is a lease, and it is a lessor, under this contract. Ownership of the hardware devices component of the contract transfers to the lessee at the end of the 36-month lease for no additional consideration and the lease was therefore determined to be a sales-type lease. The hardware devices have no guaranteed or unguaranteed residual value, nor does the lease contain any variable consideration. The lease does not have any extension options. The remaining components of the transaction were determined to be non-lease components and are accounted for separately under the revenue recognition accounting guidance. The components of lease income for the year ended December 31, 2023 are set forth as follows (1) : (in thousands) December 31, 2023 Selling profit $ 2,640 Interest income (2) $ 40 (1) There were no lessor-type leases as of or for the year ended December 31, 2022. (2) Interest income is included in the Company’s consolidated statement of operations in “interest income”. The following table sets forth the Company’s future minimum rental receipts for this lease as of December 31, 2023 (1) , the present value of which is included in “accounts receivable, net” in the Company’s consolidated balance sheets as of December 31, 2023: (in thousands) December 31, 2023 2024 $ 989 2025 988 2026 787 Total future minimum receipts $ 2,764 Less: unearned interest income (285) Net investment in sales-type lease $ 2,479 (1) There were no lessor-type leases as of or for the year ended December 31, 2022. |
LEASES | LEASES Lessee-type leases The Company leases real estate, computer hardware, and vehicles for use in its operations under both operating and finance leases. The Company’s leases have remaining lease terms ranging from one Supplemental disclosure related to operating and finance leases included on our consolidated balance sheets are set forth as follows: December 31, (in thousands) Classification on Consolidated Balance Sheets 2023 2022 Noncurrent assets: Operating lease right-of-use assets Operating lease right-of-use assets $ 9,367 $ 10,019 Finance lease right-of-use assets Property and equipment, net 127 250 Total $ 9,494 $ 10,269 Current liabilities: Operating lease liabilities Current portion of operating lease liabilities $ 1,446 $ 1,811 Finance lease liabilities Accrued liabilities 106 115 Noncurrent liabilities: Operating lease liabilities Noncurrent portion of operating lease liabilities 9,446 9,275 Finance lease liabilities Other noncurrent liabilities 21 135 Total $ 11,019 $ 11,336 The following table sets forth operating and finance lease cost for the years ended December 31, 2023 and 2022: For the Year Ended December 31, (in thousands) Classification on Statement of Operations 2023 2022 Operating lease cost Selling, general, and administrative expenses $ 4,120 $ 3,531 Finance lease cost: Amortization of leased assets Depreciation and amortization $ 241 $ 350 Interest on lease liabilities Interest expense 9 17 Total finance lease cost $ 250 $ 367 The weighted-average remaining lease term and the weighted-average discount rate of our leases were as follows: December 31, 2023 2022 Weighted average remaining lease term: Operating leases 7.1 years 7.7 years Finance leases 1.1 years 2.1 years Weighted average discount rate: Operating leases 8.0 % 7.6 % Finance leases 5.6 % 5.5 % The following table sets forth the future minimum lease payments under operating and finance leases subsequent to December 31, 2023: (in thousands) Operating Leases Finance Leases 2024 $ 2,229 $ 109 2025 2,079 25 2026 1,809 — 2027 1,832 — 2028 1,672 — Thereafter 4,859 — Total minimum lease payments $ 14,480 $ 134 Interest (3,588) (7) Total $ 10,892 $ 127 Lessor-type leases The Company entered into a long-term contract with a customer on August 1, 2023, which included certain hardware devices, on-site installation, maintenance, and connectivity services. The Company determined that this contract is a lease, and it is a lessor, under this contract. Ownership of the hardware devices component of the contract transfers to the lessee at the end of the 36-month lease for no additional consideration and the lease was therefore determined to be a sales-type lease. The hardware devices have no guaranteed or unguaranteed residual value, nor does the lease contain any variable consideration. The lease does not have any extension options. The remaining components of the transaction were determined to be non-lease components and are accounted for separately under the revenue recognition accounting guidance. The components of lease income for the year ended December 31, 2023 are set forth as follows (1) : (in thousands) December 31, 2023 Selling profit $ 2,640 Interest income (2) $ 40 (1) There were no lessor-type leases as of or for the year ended December 31, 2022. (2) Interest income is included in the Company’s consolidated statement of operations in “interest income”. The following table sets forth the Company’s future minimum rental receipts for this lease as of December 31, 2023 (1) , the present value of which is included in “accounts receivable, net” in the Company’s consolidated balance sheets as of December 31, 2023: (in thousands) December 31, 2023 2024 $ 989 2025 988 2026 787 Total future minimum receipts $ 2,764 Less: unearned interest income (285) Net investment in sales-type lease $ 2,479 (1) There were no lessor-type leases as of or for the year ended December 31, 2022. |
GOODWILL AND OTHER INTANGIBLE A
GOODWILL AND OTHER INTANGIBLE ASSETS | 12 Months Ended |
Dec. 31, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
GOODWILL AND OTHER INTANGIBLE ASSETS | GOODWILL AND OTHER INTANGIBLE ASSETS Goodwill The following table sets forth the changes in the carrying amount of the Company’s goodwill on the consolidated balance sheets as of December 31, 2023, and 2022: (in thousands) Total Goodwill, gross $ 384,202 Accumulated currency translation (787) Balance as of January 1, 2022, net $ 383,415 Acquisitions during the year 44,859 Impairment losses (58,074) Currency translation (494) (13,709) Goodwill, gross $ 429,061 Accumulated impairment losses (58,074) Accumulated currency translation (1,281) Balance as of December 31, 2022, net $ 369,706 Acquisitions during the year 3,243 Impairment losses (78,257) Currency translation 282 (74,732) Goodwill, gross $ 432,304 Accumulated impairment losses (136,331) Accumulated currency translation (999) Balance as of December 31, 2023, net $ 294,974 2023 Goodwill impairment loss During the third quarter of 2023, the Company identified circumstances prior to its annual impairment test that indicated that it was “more likely than not” that the fair value of the Company’s goodwill was below its carrying value. The primary qualitative impairment indicator noted was that of a significant and sustained decline in the Company’s share price from that of the second quarter of 2023. The Company therefore performed a long-lived asset and goodwill impairment test during the third quarter of 2023 and determined that goodwill was impaired. The Company recorded a goodwill impairment charge of $78.3 million. No impairment was indicated for long-lived assets. The fair value of the Company’s goodwill was estimated by equally weighing the results of an income approach and market approach. Valuation techniques utilized were substantially considered Level 3 inputs in the fair value hierarchy. These inputs included the Company’s internal forecasts of its future results, cash flows, and its weighted average cost of capital. Key assumptions used in the impairment analysis included projected revenue growth rates, discount rates, and market factors such as earnings multiples from comparable publicly traded companies. Long-lived assets and goodwill were not determined to be further impaired as of the annual impairment test date on October 1, 2023. 2022 Goodwill impairment loss During the fourth quarter of 2022, the Company identified circumstances subsequent to its annual impair test that indicated that it was “more likely than not” that the fair value of the Company’s goodwill was below its carrying value. These impairment indicators included increased interest rates impacting the Company’s weighted average cost of capital, an increase in the Company’s specific risk premium, an increase in debt-free net working capital needs, and a significant and sustained decline in the Company’s share price from the third quarter of 2022. The Company therefore performed a long-lived asset and goodwill impairment test during the fourth quarter of 2022 and determined that goodwill was impaired. The Company recorded a goodwill impairment charge of $58.1 million. No impairment was indicated for long-lived assets, The fair value of the Company’s goodwill was estimated by equally weighing the results of an income approach and market approach. Valuation techniques utilized were substantially considered Level 3 inputs in the fair value hierarchy. These inputs included the Company’s internal forecasts of its future results, cash flows, and its weighted average cost of capital. Key assumptions used in the impairment analysis included projected revenue growth rates, discount rates, and market factors such as earnings multiples from comparable publicly traded companies. Other Intangible Assets The following tables set forth the details of other intangible assets included on the consolidated balance sheets as of December 31, 2023 and 2022: (in thousands) Gross Carrying Value Accumulated Net Carrying Value Customer relationships $ 334,543 $ (227,456) $ 107,087 Internally developed computer software 82,950 (47,166) 35,784 Carrier contracts 70,210 (54,561) 15,649 Technology 50,366 (45,978) 4,388 Trademarks 17,449 (12,918) 4,531 Non-compete agreement 5,604 (5,456) 148 Balance as of December 31, 2023 $ 561,122 $ (393,535) $ 167,587 (in thousands) Gross Carrying Value Accumulated Net Carrying Value Customer relationships $ 327,317 $ (197,483) $ 129,834 Internally developed computer software 66,459 (36,579) 29,880 Carrier contracts 70,210 (47,483) 22,727 Technology 46,978 (42,348) 4,630 Trademarks 16,214 (11,060) 5,154 Non-compete agreement 5,604 (5,325) 279 Balance as of December 31, 2022 $ 532,782 $ (340,278) $ 192,504 As of December 31, 2023, the weighted average remaining useful lives were 4.7 years for customer relationships; 5.4 years for internally developed computer software; 2.8 years for carrier contracts; 4.5 years for technology; 4.2 years for trademarks; and 1.1 years for non-compete agreements. Amortization expense for the years ended December 31, 2023 and 2022 was $52.8 million, and $50.8 million, respectively. The following table sets forth the estimated amortization expense for amortizing intangible assets for the next five years and thereafter as of December 31, 2023: (in thousands) Estimated Amortization Expense 2024 $ 51,305 2025 47,269 2026 33,273 2027 13,053 2028 10,156 Thereafter 12,531 Total $ 167,587 |
LONG-TERM DEBT AND OTHER BORROW
LONG-TERM DEBT AND OTHER BORROWINGS, NET | 12 Months Ended |
Dec. 31, 2023 | |
Debt Disclosure [Abstract] | |
LONG-TERM DEBT AND OTHER BORROWINGS, NET | LONG-TERM DEBT AND OTHER BORROWINGS, NET The table below sets forth a summary of the Company’s outstanding long-term debt as of December 31, 2023 and 2022: December 31, (in thousands) 2023 2022 Term Loan - Whitehorse $ 185,000 N/A Term Loan – UBS N/A 302,654 Backstop Notes 120,000 120,000 Other borrowings 561 2,754 Total $ 305,561 $ 425,408 Less: current portion of long-term debt (2,411) (5,345) Less: debt issuance costs, net of accumulated amortization of $0.8 million and $8.5 million, respectively (2,911) (6,153) Less: original issue discount (4,130) N/A Total Long-term debt and other borrowings, net $ 296,109 $ 413,910 Term Loan — WhiteHorse Capital Management, LLC (“WhiteHorse”) On November 15, 2023, a subsidiary of the Company entered into a credit agreement with WhiteHorse that consisted of a senior secured term loan of $185.0 million (“Term Loan”) as well as a senior secured revolving credit facility of $25.0 million (the “Revolving Credit Facility” and, together with the Term Loan, the “Credit Facilities”). Borrowings under the Term Loan and the Revolving Credit Facility bear interest at a rate at the Company’s option of either (1) Term SOFR for a specified interest period (at the Company’s option) of one to three months plus an applicable margin of up to 6.50% or (2) a base rate plus an applicable margin of up to 5.50%. The Term SOFR rate is subject to a “floor” of 1.0%. The applicable margins for Term SOFR rate and base rate borrowings are each subject to a reduction to 6.25% and 6.00% if the Company maintains a first lien net leverage ratio of less than 2.25:1.00 and greater than or equal to 1.75:1.00 and less than 1.75:1.00, respectively. Interest is paid on the last business day of each quarterly interest period except at maturity. Principal payments of approximately $0.5 million are due on the last business day of each quarter. The maturity date of the Credit Facilities is November 15, 2028. The Credit Facilities are secured by substantially all of the Company’s subsidiaries’ assets. The Term Loan agreement restricts cash dividends and other distributions from the Company’s subsidiaries to the Company and also restricts the Company’s ability to pay cash dividends to its shareholders, and contains customary financial covenants related to maximum total debt to Adjusted EBITDA ratio and a first lien debt to Adjusted EBITDA ratio. As of December 31, 2023, there were no amounts outstanding on the Revolving Credit Facility. Term Loan and Revolving Credit Facility – UBS On December 21, 2018, the Company entered into a credit agreement with UBS (as from time to time amended and supplemented) that consisted of a term loan of $315.0 million (the “Term Loan — UBS”), maturity date December 21, 2024, as well as a senior secured revolving credit facility of $30.0 million. On November 15, 2023, the Company fully repaid the Term Loan — UBS and there were no amounts drawn or outstanding on the senior secured revolving credit facility with UBS. Backstop Notes On September 30, 2021, a subsidiary of the Company issued the first tranche of the Backstop Notes, consisting of $95.1 million in senior unsecured exchangeable notes to a lender and its affiliates. On October 28, 2021, the Company’s subsidiary issued a second and final tranche of Backstop Notes in the amount of $24.9 million. The Backstop Notes are guaranteed by the Company and are due September 30, 2028. The Backstop Notes were issued at par and bear interest at a rate of 5.50% per annum which is paid semi-annually on March 30 and September 30 of each year, commencing on March 30, 2022. The Backstop Notes are exchangeable into common stock of the Company at $12.50 per share (the “Base Exchange Rate”) at any time at the option of the lender. At the Base Exchange Rate, the Notes are exchangeable for approximately 9.6 million shares of the Company’s common stock. The Base Exchange Rate may be adjusted for certain dilutive events or change in control events as defined by the Indenture (the “Adjusted Exchange Rate”). After September 30, 2023, if the Company’s shares are trading at a defined premium to the Base Exchange Rate or applicable Adjusted Exchange Rate, the Company may redeem the Backstop Notes for cash, force an exchange into shares of its common stock at an amount per share based on a time-value make whole table, or settle with a combination of cash and its common stock. The Backstop Notes were issued pursuant to an indenture which contains financial covenants related to the Company’s maximum total debt to Adjusted EBITDA ratio. Other borrowings The Company’s “other borrowings” as set forth on the foregoing table regarding the Company’s long-term debt related solely to a premium finance agreement entered into on August 3, 2022, to purchase a Directors and Officers insurance policy with a two-year policy term. The original amount borrowed was approximately $3.6 million at a fixed rate of 4.6% per annum, amortized over twenty months. The premium finance agreement requires twenty fixed monthly principal and interest payments of approximately $0.2 million per month from August 15, 2022 to March 15, 2024. During the year ended December 31, 2023, principal payments of $2.2 million were paid under this agreement. This borrowing was classified as short-term as of December 31, 2023, as the remaining principal balance was then due within the subsequent three months. Future principal repayments The table below sets forth the future principal repayments on all long-term debt as of December 31, 2023: (in thousands) Principal Repayment 2024 $ 1,850 2025 1,850 2026 1,850 2027 1,850 2028 297,600 Total $ 305,000 |
WARRANTS ON COMMON STOCK
WARRANTS ON COMMON STOCK | 12 Months Ended |
Dec. 31, 2023 | |
Warrants and Rights Note Disclosure [Abstract] | |
WARRANTS ON COMMON STOCK | WARRANTS ON COMMON STOCK Penny warrants On November 15, 2023 and December 13, 2023, in conjunction with the Company’s issuance of Series A-1 Preferred Stock to Searchlight, the Company issued a total of 12,024,711 warrants to Searchlight (the “Penny Warrants”), which entitle Searchlight to purchase one share of the Company’s common stock in exchange for one warrant, exercisable immediately post-issuance at either $0.01 per share of common stock or by using a formula for cashless exercise. The Penny Warrants will expire on November 13, 2033, unless redeemed earlier. The Company determined that the Penny Warrants were required to be classified as a liability. The Penny Warrants were initially measured at fair value and are subsequently remeasured at fair value at every reporting period. See Note 11 — Fair Value Measurements . Public warrants In 2021, the Company issued warrants to third-party investors (the “Public Warrants”). Each whole warrant entitles the holder to purchase one share of the Company’s common stock at an exercise price of $11.50 per share. As of December 31, 2023 and 2022, 8,638,966 Public Warrants remained outstanding. The Public Warrants will expire five years after the completion of the Company’s initial public offering, on October 1, 2026, unless redeemed earlier. The Public Warrants are classified as equity, and the fair value of the Public Warrants as of the date of the Company’s initial public offering was recorded as additional paid-in capital. As these warrants are equity-classified, the fair value of these warrants is not subsequently remeasured. Private placement warrants In its initial public offering process, the Company also sold warrants to affiliates of its private equity sponsor at the time (“Private Placement Warrants”), Cerberus Telecom Acquisition Corp. (“CTAC”). Each Private Placement Warrant allows the holder to purchase one share of the Company’s common stock at $11.50 per share. As of December 31, 2023 and 2022, 272,779 Private Placement Warrants remained outstanding, and were held by affiliates of CTAC. The Private Placement Warrants will expire five years after the completion of the Company’s initial public offering, on October 1, 2026, unless earlier redeemed. Based on certain provisions within the Private Placement Warrant governing documents, the Company determined that the Private Placement Warrants were required to be classified as a liability. The Private Placement Warrants were initially measured at fair value and are subsequently remeasured at fair value at every reporting period. See Note 11 — Fair Value Measurements . |
FAIR VALUE MEASUREMENTS
FAIR VALUE MEASUREMENTS | 12 Months Ended |
Dec. 31, 2023 | |
Fair Value Disclosures [Abstract] | |
FAIR VALUE MEASUREMENTS | FAIR VALUE MEASUREMENTS Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability (i.e., the “exit price”) in an orderly transaction between market participants at the measurement date. Inputs refer broadly to the assumptions that market participants would use in pricing the asset or liability. Inputs may be observable or unobservable: • Observable inputs are inputs that reflect the assumptions market participants would use in pricing the asset or liability based on market data obtained from sources independent of the reporting entity. • Unobservable inputs are inputs that reflect the reporting entity’s own assumptions. A fair value hierarchy for inputs is implemented in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available. The availability of valuation techniques and the ability to attain observable inputs can vary among different financial instruments and are affected by a wide variety of factors, including the type of instrument, whether the instrument is newly issued and not yet established in the marketplace, the liquidity of markets, and other characteristics particular to the transaction. The fair value hierarchy is categorized into three broad levels based on the inputs as follows: Level 1 - Valuations based on unadjusted, quoted prices in active markets for identical assets and liabilities. Level 2 - Valuations based on quoted prices in an inactive market, or whose values are based on models - but the inputs to those models are observable either directly or indirectly for substantially the full term of the assets and liabilities. Level 2 inputs include the following: a) Quoted prices for similar assets and liabilities in active markets; b) Quoted prices for identical or similar assets and liabilities in non‑active markets; c) Pricing models whose inputs are observable for substantially the full term of the assets and liabilities; and d) Pricing models whose inputs are derived principally from or corroborated by observable market data through correlation or other means for substantially the full term of the asset or liability. Level 3 - Valuations based on inputs that are unobservable and significant to the overall fair value measurement. Valuation of these assets is typically based on the Company’s own assumptions or expectations based on the best information available. The degree of judgment exercised by the Company in determining fair value is greatest for financial instruments for which fair value is disclosed in Level 3. The inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, the actual level is determined based on the level of inputs that is most significant to the fair value measurement in its entirety. To the extent that valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment. Because of the inherent uncertainty of valuation, those estimated values may be materially higher or lower than the values that would have been used had a ready market for the investments existed. Financial Instruments Measured at Fair Value The Company is required to measure its warrant liabilities at fair value for the Penny Warrants and Private Placement Warrants, which are both included in “warrant liabilities to affiliates” on the consolidated balance sheets. Penny Warrants The Penny Warrants, issued in 2023, are marked to fair value by reference to the fair value of the Company’s stock price on the last day of the reporting period, less the penny exercise price, and are therefore considered as Level 2 in the fair value hierarchy. The fair value of the Company’s stock as of December 31, 2023 less the exercise price resulted in a Penny Warrant valuation of approximately $11.7 million as of December 31, 2023. Private Placement Warrants The Private Placement Warrants are marked to fair value by reference to the fair value of the Company’s public warrants, which are therefore considered as Level 2 in the fair value hierarchy. The public warrants traded on the NYSE under the ticker symbol KORE.WS until December 2023, at which point the listing transferred to the OTC Pink Marketplace under the ticker symbol KORGW. As of December 31, 2023, the aggregate value of the Private Placement Warrants was zero, as the reference price of the KORGW warrants was less than one cent per warrant. As of December 31, 2022, the aggregate value of the Private Placement Warrants was immaterial, with 272,779 Private Placement Warrants outstanding with a reference price of the public warrants under ticker symbol KORE.WS trading at $0.12 per share. Financial Instruments Held at Amortized Cost for Which Fair Value is Disclosed Financial instruments for which cost approximates fair value Cash, including restricted cash, is stated at cost, which approximates fair value. The carrying amounts reported in the balance sheet for accounts receivable (including contract assets), accounts payable, and accrued liabilities (including contract liabilities) approximate fair value, due to their short-term maturities. Long-term debt and mandatorily redeemable preferred stock due to affiliate The table below sets forth the amortized cost and fair value of the Company’s Senior Secured Term Loan, Senior Secured UBS Term Loan, and Mandatorily Redeemable Preferred Stock Due to Affiliate as of December 31, 2023 and 2002. The fair value of this debt is not indicative of the amounts at which the Company could settle this debt. (in thousands) December 31, Financial Instruments Disclosed at Fair Value Level 2 Measurement 2023 2022 Senior Secured Term Loan Amortized cost $ 180,042 N/A Fair value $ 174,812 N/A Senior Secured UBS Term Loan Amortized cost N/A $ 298,956 Fair value N/A $ 283,612 Mandatorily Redeemable Preferred Stock Due to Affiliate Amortized cost $ 141,594 N/A Fair value $ 141,398 N/A The table below sets forth the amortized cost and fair value of the Backstop Notes as of December 31, 2023 and 2022. The fair value of this debt is not indicative of the amounts at which the Company could settle this debt. (in thousands) December 31, Financial Instrument Disclosed at Fair Value Level 3 Measurement 2023 2022 Backstop Notes (Level 3) Amortized cost $ 117,916 $ 117,545 Fair value $ 91,204 $ 92,900 Additional disclosures regarding Level 3 unobservable inputs - Backstop Notes We use a third‑party valuation firm who utilizes proprietary methodologies to value our Backstop Notes. This firm uses a lattice modeling technique to determine the fair value of this Level 3 liability. Use of this technique requires determination of relevant inputs and assumptions, some of which represent significant unobservable inputs such as credit spreads and equity volatility based on guideline companies, as well as other valuation assumptions. Accordingly, a significant increase or decrease in any of these inputs in isolation may result in a significantly lower or higher fair value measurement. The following table sets forth information regarding the Company’s significant Level 3 inputs as of December 31, 2023, and December 31, 2022: ($ in thousands, except as otherwise noted) December 31, Significant Inputs for Level 3 Fair Value Disclosure Input 2023 2022 Backstop Notes Principal amount $120,000 $120,000 Term to maturity date 4.75 years 5.75 years Stock price $0.98 $1.26 Credit spreads 895 bps 759 bps Selected equity volatility 98.7 % 85.6 % |
DERIVATIVES
DERIVATIVES | 12 Months Ended |
Dec. 31, 2023 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
DERIVATIVES | DERIVATIVES Derivatives are complex financial instruments. The Company does not use derivatives to manage financial risks or as an economic hedge. The Company’s sole derivative instrument arose as part of the issuance of Series A-1 preferred stock to Searchlight, in which transaction Searchlight was also granted Penny Warrants (see Note 10 — Warrants on Common Stock ). The Penny Warrants are considered a freestanding derivative instrument, as they are separable and legally detachable from the Series A-1 preferred stock, were issued for nominal or no apparent consideration, and have the essential characteristics inherent in a derivative instrument of a notional amount, an underlying security, and a mechanism for net settlement. The following table sets forth the details of the derivative instrument presented on the consolidated balance sheets and notional amount as of December 31, 2023 (1) : Derivatives Not Designated as Hedging Instruments Number of Warrants (Notional Amount) Warrant Liability Exercise Price Per Share ($ in thousands, except for per share amounts) Penny warrants issued to Searchlight 12,024,711 $ 11,664 $ 0.01 (1) No such instruments existed as of December 31, 2022. The gains and losses arising from this derivative instrument in the consolidated statements of operations and comprehensive loss for the year ended December 31, 2023 (1) is set forth as follows: Derivatives Not Designated as Hedging Instruments Net Realized Gains (Losses) on Derivative Instruments Net Change in Unrealized Gain (Loss) on Derivative Instruments (2) (in thousands) Penny warrants issued to Searchlight $ — $ (6,469) (1) No such instruments existed during the year ended December 31, 2022; therefore, there were no gains or losses from such instruments during that year. (2) The consolidated statements of operations and comprehensive loss include the above unrealized loss on the Penny Warrants as well as the immaterial unrealized loss on the Private Placement Warrants in the “change in fair value of warrant liabilities to affiliates”. |
STOCK BASED COMPENSATION
STOCK BASED COMPENSATION | 12 Months Ended |
Dec. 31, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
STOCK BASED COMPENSATION | STOCK BASED COMPENSATION 2021 Long-Term Stock Incentive Plan On September 29, 2021, the board of directors (the “Board”) approved the KORE Group Holdings, Inc. 2021 Long-Term Stock Incentive Plan (as amended, modified or supplemented from time to time, the “Incentive Plan”) to promote the interests of the Company and its stockholders. The Incentive Plan allows for the issuance of up to 7,181,042 shares of common stock under share-based payment awards to eligible employees, prospective employees, consultants and non-employee directors of the Company or any of its subsidiaries. The Incentive Plan is administered by the Compensation Committee of the Board. On December 8, 2021, the Compensation Committee of the Board approved the future grants of certain Restricted Stock Unit Awards (“RSUs”). The following table sets forth a summary of the RSUs activity during the reporting periods: Number of Weighted- Unvested RSUs as of December 31, 2021 — $ — Granted 5,789 6.24 Vested (52) 6.88 Forfeited and canceled (222) 6.97 Unvested RSUs as of December 31, 2022 5,515 $ 6.06 Granted 7,513 1.55 Vested (1,285) 5.59 Forfeited and canceled (1,466) 3.12 Unvested RSUs as of December 31, 2023 10,277 $ 3.12 For the year ended December 31, 2023 the Company granted 2.9 million performance-based RSUs that vest in accordance with certain three-year revenue and EBITDA performance criteria. The weighted-average grant date fair value was $0.61 and was based on the Company’s share price on the grant date. The Company recognized $4.3 million of compensation expense. As of December 31, 2023, the total unrecognized compensation cost related to unvested performance-based RSUs was $5.2 million and it is expected to be recognized over the weighted-average remaining requisite service period of ten months. For the year ended December 31, 2023 the Company granted 4.4 million time-based RSUs that vest in three equal installments on each of the following three-year anniversaries of the grant date. The weighted-average grant date fair value was $0.94 and was based on the Company’s share price on the grant date. The Company recognized $6.6 million of compensation expense. As of December 31, 2023, the total unrecognized compensation cost related to unvested time-based RSUs was $13.3 million and it is expected to be recognized over the weighted-average remaining requisite service period of ten months. On November 15, 2023 the Company granted 0.2 million market-based RSUs to the Company’s president and chief executive officer. The RSUs will vest on the day after the closing price of the Company’s common stock is five dollars per share or higher for at least 20 days out of any consecutive thirty-day period ending on or prior to June 30, 2026. The fair value of the RSUs was estimated to be $0.08 per RSU using a Monte-Carlo simulation model considering the term, volatility, risk-free rates and the vesting conditions. As of December 31, 2023, the total unrecognized compensation cost related to unvested marked-based RSUs was de minimis and it is expected to be recognized over the weighted-average remaining requisite service period of 1.8 years. On June 9, 2023 the Company modified and amended various equity plan awards previously granted during 2022 to the Company’s president and chief executive officer, whereas a) 0.2 million market-based RSUs granted on January 4, 2022 became fully vested on June 9, 2023 from the original final vesting date of January 4, 2025. The Company recognized $0.5 million of compensation expense; b) effective June 15, 2023, two tranches of 200,000 performance-based RSUs granted on January 4, 2022, were modified so that they would vest at the target amount but could still earn up to an additional 0.1 million and 0.1 million shares based on meeting certain revenue and EBITDA goals above the target level. There was no additional charge to compensation expense as a result of this modification; and c) 0.2 million performance-based RSUs granted on June 30, 2022 were modified to become time-based RSUs to fully vest on March 31, 2025. There was no material charge to compensation expense as a result of this modification. The majority of RSUs that vested in 2023 were net share settled such that the Company withheld shares with a value equivalent to the employees’ obligation for the applicable income and other employment taxes, and remitted the cash to the appropriate taxing authorities. Shares with a value of approximately $0.4 million were withheld to satisfy tax withholding for the year ended December 31, 2023. All RSUs have dividend equivalent rights entitling the holders to the same dividend value per share as holders of the Company’s common stock. Dividend equivalent rights are subject to the same vesting and other terms and conditions as the corresponding unvested RSUs and are accumulated and paid when the underlying shares vest (i.e., these dividend rights are not non-forfeitable). For the year ended December 31, 2022 the Company granted 4.0 million RSUs that vest based on the passage of time, and 1.7 million of performance-based RSUs. The actual number of performance-based RSUs that could vest will range from zero to 150% of the 1.6 million unvested RSUs granted (net of any forfeitures), depending upon the Company’s level of achievement with respect to the performance goals. For the year ended December 31, 2022, the Company granted approximately 0.2 million RSUs, which vest based on the Company’s stock price attaining a closing price equal to or greater than $13, $15, or $18 per share over any 20 trading days within any 30 consecutive trading day period. The fair value of these RSUs was estimated using a lattice model. These RSUs were subsequently modified on June 9, 2023 to remove the market condition and vest the award immediately on that date, as discussed above. Significant inputs used in the Company’s valuation of the market-based RSUs included the following: For the Year Ended December 31, 2023 2022 Expected volatility 85 % 57.1% - 75.2% Risk-free interest rate 4.7 % 1.4% - 2.1% Expected term 2.63 years 5-80 years The following is a summary of the Company’s share-based compensation expense related to RSUs during the reporting periods shown below: For the Year Ended December 31, (in thousands) 2023 2022 Total stock compensation expense $ 11,251 $ 10,296 Income tax benefit $ 755 $ 1,346 Unrecognized compensation cost $ 18,411 $ 24,272 Weighted-average remaining service period 1.52 years 2.55 years |
INCOME TAXES
INCOME TAXES | 12 Months Ended |
Dec. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | INCOME TAXES The Company’s loss from operations before benefit for income taxes for the years ended December 31, 2023 and 2022 consisted of the following: For the Year Ended December 31, (in thousands) 2023 2022 United States $ (140,821) $ (92,021) Foreign (30,379) (24,596) Total loss before income taxes $ (171,200) $ (116,617) The components of the benefit from income taxes consisted of the following: For the Year Ended December 31, (in thousands) 2023 2022 Current: Federal $ 5,788 $ 4,309 State 743 905 Foreign 723 558 Total current provision $ 7,254 $ 5,772 Deferred: Federal (8,580) (9,336) State (946) (4,455) Foreign (1,886) (2,398) Total deferred benefit (11,412) (16,189) Total income tax benefit $ (4,158) $ (10,417) The reconciliation between income taxes computed at the U.S. statutory income tax rate to the Company’s benefit from income taxes for the years ended December 31, 2023 and 2022 is set forth in the table below as follows: For the Year Ended December 31, (in thousands) 2023 2022 Benefit for income taxes at 21% rate $ (35,952) 21.0 % $ (24,490) 21.0 % State taxes, net of federal benefit (2,123) 1.2 % (1,358) 1.2 % Change in valuation allowance 16,889 (9.9) % 10,628 (9.1) % Rate change (44) 0.0 % (1,687) 1.4 % Credits (544) 0.3 % (604) 0.5 % Permanent differences and other 1,440 (0.7) % (2,712) 2.2 % Revaluation of warrants 1,352 (0.8) % (53) 0.0 % Uncertain tax positions 1,580 (0.9) % 591 (0.5) % Foreign withholding tax 148 (0.1) % 134 (0.1) % Foreign rate differential (1,725) 1.0 % (2,120) 1.8 % Executive compensation expense 634 (0.4) % 872 (0.7) % Transaction related expense — 0.0 % 210 (0.2) % Global intangible low taxed income 314 (0.2) % 283 (0.2) % Foreign derived intangible income — 0.0 % (311) 0.3 % Goodwill impairment 13,873 (8.1) % 10,200 (8.7) % Benefit for income taxes $ (4,158) 2.4 % $ (10,417) 8.9 % Significant components of the Company’s deferred tax assets (liabilities) as of December 31, 2023 and 2022 are set forth as follows: December 31, (in thousands) 2023 2022 Deferred tax assets: Net operating loss carry-forward $ 17,221 $ 13,617 Credit carryforward 1,325 1,386 Interest expense limitation carryforward 21,978 15,844 Non-deductible reserves 1,571 339 Accruals and other temporary differences 2,622 2,835 Stock compensation 1,665 1,164 Capitalized R&D Costs 2,301 — Lease liability 2,745 2,780 Property and equipment 1,849 1,007 Gross deferred tax assets $ 53,277 $ 38,972 Less: valuation allowance (33,454) (16,177) Total deferred tax assets (after valuation allowance) $ 19,823 $ 22,795 Deferred tax liabilities: Property and equipment (1,442) (1,738) Intangible assets (22,193) (33,117) Goodwill (3,569) (5,914) Change in accounting method (719) (1,378) Right-of-use asset (2,357) (2,514) Research and development costs (3,338) (3,327) Total deferred tax liabilities $ (33,618) $ (47,988) Net deferred tax liabilities $ (13,795) $ (25,193) The valuation allowance increased by $17.3 million during 2023, primarily due to an increase in U.S. disallowed interest expense carryover and U.S. state tax attributes deemed not realizable. In determining the need for a valuation allowance, the Company has given consideration to its worldwide cumulative loss position when assessing the weight of the sources of taxable income that can be used to support the realization of deferred tax assets. The Company has assessed, on a jurisdictional basis, the available means of recovering deferred tax assets, including the ability to carry back net operating losses, the existence of reversing temporary differences, the availability of tax planning strategies and available sources of future taxable income. The Company has also considered the ability to implement certain strategies that would, if necessary, be implemented to accelerate taxable income and use expiring deferred tax assets. The Company believes it is able to support the deferred tax assets recognized as of the end of the year based on all of the available evidence. As of December 31, 2023, the Company has U.S. state tax net operating loss carryforwards of approximately $48.7 million which may be available to offset future income tax liabilities and expire at various dates beginning in 2032 through 2043. Additionally, the Company has U.S. state tax net operating loss carryforwards of approximately $5.7 million which carryforward indefinitely. Additionally, the Company has generated $57.0 million of foreign operating loss carryforwards which expire at various dates. As of December 31, 2023, the Company did not have any federal research and development tax credits carried forward. The Company has $1.6 million of foreign research and development tax credit carryforwards. Due to provisions of the Tax Cuts and Jobs Act of 2017, the Company has a carryforward of U.S. disallowed interest expense of $96.3 million, which has an indefinite carryforward period. Utilization of the NOL carryforwards may be subject to limitation under Section 382 of the Internal Revenue Code of 1986 due to ownership change limitations that have occurred previously or that could occur in the future. These ownership changes may limit the amount of NOL and tax credit carryforwards that can be utilized annually to offset future taxable income and tax, respectively. There could be additional ownership changes in the future, which may result in additional limitations on the utilization of the NOL and tax credit carryforwards. For taxable years beginning after December 31, 2017, taxpayers are subjected to the global intangible low-taxed income provisions, or GILTI provisions. The GILTI provisions require the Company to currently recognize in U.S. taxable income a deemed dividend inclusion of foreign subsidiary earnings in excess of an allowable return on the foreign subsidiary’s tangible assets. The ability to benefit from a deduction and foreign tax credits against a portion of the GILTI income may be limited under the GILTI rules as a result of the utilization of net operating losses, foreign sourced income, and other potential limitations within the foreign tax credit calculation. For each of the years ended December 31, 2023, and 2022 the Company recorded an income tax charge related to GILTI of $0.3 million. The Company has made an accounting policy election, as allowed by the SEC and FASB, to recognize the impacts of GILTI within the period incurred. Accordingly, no U.S. deferred taxes are provided on GILTI inclusions of future foreign subsidiary earnings. As of December 31, 2023, the Company has not provided U.S. taxes on the undistributed earnings of its foreign subsidiaries that it considers indefinitely reinvested. This indefinite reinvestment determination is based on the future operational and capital requirements of the Company’s domestic and foreign operations. The Company expects that the cash held by its foreign subsidiaries of $6.8 million as of December 31, 2023 will continue to be used for its foreign operations and, therefore, does not anticipate repatriating these funds. The Company conducts business globally and, as a result, its subsidiaries file income tax returns in U.S. federal and state jurisdictions and various foreign jurisdictions. In the normal course of business, the Company may be subject to examination by taxing authorities throughout the world, including such major jurisdictions as Australia, Canada, Malta, the Netherlands, the United Kingdom, and the United States. Since the Company is in a U.S. state loss carry-forward position, the Company is generally subject to state income tax examinations by tax authorities for all years for which a loss carryforward is utilized. As of December 31, 2023, the Company was not under income tax examination in any jurisdiction. During the ordinary course of business, there are many transactions and calculations for which the ultimate tax determination is uncertain. The Company establishes reserves for tax-related uncertainties based on estimates of whether, and the extent to which, additional taxes will be due. These reserves are established when the Company believes that certain positions might be challenged despite its belief that its tax return positions are fully supportable. The Company adjusts these reserves in light of changing facts and circumstances, such as the outcome of tax examinations. The following table sets forth a reconciliation of the total amounts of unrecognized tax benefits, excluding interest and penalties, included in accrued liabilities and other noncurrent liabilities in the Company’s consolidated balance sheets: (in thousands) December 31, 2023 December 31, 2022 Unrecognized tax benefits as of the beginning of the year $ 8,574 $ 8,132 Additions for tax positions of current year 192 442 Unrecognized tax benefits as of the end of the year $ 8,766 $ 8,574 The Company and its subsidiaries have accumulated significant intercompany obligations owed between and among its various subsidiaries and itself. During the year ended December 31, 2022, the Company completed its assessment of its U.S. and non-U.S. income and non-income tax risks related to these obligations. These obligations are included in both current and prior period unrecognized tax benefits associated with the intercompany balances. If the unrecognized tax benefit balance as of December 31, 2023 and 2022 were recognized, they would each separately result in a tax benefit for each year, which would impact the effective tax rate for each year. The Company does not anticipate any material changes to its unrecognized tax benefits within the next 12 months. The Company recognizes interest and penalties accrued related to unrecognized tax benefits as income tax expense. During the years ended December 31, 2023 and 2022 the Company recognized approximately $1.1 million and an immaterial amount in interest and penalties, respectively. The Company had accrued approximately $1.8 million and $1.0 million of interest and penalties as of December 31, 2023 and 2022, respectively. |
NET LOSS PER SHARE
NET LOSS PER SHARE | 12 Months Ended |
Dec. 31, 2023 | |
Earnings Per Share [Abstract] | |
NET LOSS PER SHARE | NET LOSS PER SHARE The table below sets forth a reconciliation of the basic and diluted earnings per share (“EPS”) calculations for the years ended December 31, 2023 and 2022: For the Year Ended December 31, ($ in thousands, except share and per share amounts) 2023 2022 Numerator: Net loss $ (167,042) $ (106,200) Denominator: Weighted average shares outstanding - basic 83,808,227 75,710,904 Effect of dilutive equity awards (1) — — Weighted average shares outstanding - diluted 83,808,227 75,710,904 Net loss per share: Basic $ (1.99) $ (1.40) Diluted $ (1.99) $ (1.40) (1) Due to the Company’s net loss, all unvested equity awards and the private placement warrants are anti-dilutive. The dilutive convertible instruments of the Backstop Notes are out of the money. In determining the weighted average shares outstanding for the year ended December 31, 2023 for both basic and diluted earnings per share, the Company included the Penny Warrants issued to Searchlight in transactions dated November 15, 2023 and December 13, 2023, as the common shares of stock that would be issuable upon the exercise of the warrants are issuable for nominal consideration of one cent per share of common stock or cashless exercise at the option of Searchlight. These warrants were exercisable immediately upon issuance, although no warrants had been exercised as of December 31, 2023. Set forth in the table below is the number of securities not included in the computation of diluted shares outstanding because the effect would be anti-dilutive: For the Year Ended December 31, 2023 2022 Grants of RSUs with service only (i.e., time-vesting) conditions 6,193,746 3,552,416 Common stock issuable under the Backstop Notes 9,600,031 9,600,031 Private placement warrants 272,779 272,779 Unvested restricted stock units with both “time and performance conditions” and / or “time and market conditions” are excluded from the disclosure of the number of potentially anti-dilutive securities because neither the performance nor market conditions were met at the end of the reporting periods. Therefore, these securities are not considered to be contingently issuable for purposes of dilutive EPS or anti-dilution calculations. |
SHARES OF COMMON STOCK
SHARES OF COMMON STOCK | 12 Months Ended |
Dec. 31, 2023 | |
Equity [Abstract] | |
SHARES OF COMMON STOCK | SHARES OF COMMON STOCK The following table sets forth the changes in shares of common stock during the years ended December 31, 2023 and 2022: December 31, 2023 2022 Common stock issued, beginning of year 76,292,241 72,027,743 Common stock issued pursuant to acquisition 10,000,000 4,212,246 Vesting of restricted stock units (1,284,939) 52,252 Stock awards cancelled for employee tax withholdings (190,882) — Common stock issued, end of year 84,816,420 76,292,241 Treasury stock, at cost, beginning of year — — Purchase of treasury stock (5,000,000) — Treasury stock, at cost, end of year (5,000,000) — Common stock outstanding, end of the year 79,816,420 76,292,241 |
MANDATORILY REDEEMABLE PREFERRE
MANDATORILY REDEEMABLE PREFERRED STOCK - DUE TO AFFILIATE, NET | 12 Months Ended |
Dec. 31, 2023 | |
Other Liabilities Disclosure [Abstract] | |
MANDATORILY REDEEMABLE PREFERRED STOCK - DUE TO AFFILIATE, NET | MANDATORILY REDEEMABLE PREFERRED STOCK - DUE TO AFFILIATE, NET The Company has authorized 35,000,000 shares of preferred stock, and has issued to a single investor (Searchlight) who is currently the sole holder of 152,857 shares of Series A-1 preferred stock, which is mandatorily redeemable for cash payable to the holder on November 15, 2033. The number of issued and outstanding shares are currently equivalent. The Series A-1 preferred stock has a liquidation preference of $1,000 per share. No amounts are redeemable during the five years subsequent to December 31, 2023. The following table sets forth the changes in shares of Series A-1 preferred stock during the year ended December 31, 2023: ($ in thousands) Shares Carrying amount Preferred stock, beginning of year — — Preferred stock issued November 15, 2023 150,000 $ 150,000 Preferred stock issued December 13, 2023 2,857 2,857 Preferred stock issuance costs (1) N/A (6,087) Allocation of proceeds to preferred stock (2) N/A (5,327) Preferred stock, end of year 152,857 $ 141,443 (1) Issuance costs were deemed to be allocated based on Day 1 relative fair values of the financial instruments issued, to which was allocated approximately 97% to the preferred stock, which costs presented above were capitalized and will be amortized through the date of mandatory redemption, and 3% to the Penny Warrants, which amount was immaterial and was expensed immediately upon issuance of the Penny Warrants. (2) The redemption amount of the Series A-1 preferred stock of approximately $152.9 million differs from the carrying amount, above, by approximately $5.3 million, which difference is attributable to an allocation of proceeds received to these shares upon issuance, as this liability is recorded based on its initial fair value as a Level 2 instrument in the fair value hierarchy, which involved an allocation of proceeds between the preferred stock as a freestanding financial instrument and the associated Penny Warrants issued concurrently to the same investor as a freestanding derivative. See Note 11 - Fair Value Measurements . The allocation of proceeds will be accreted so that the carrying value and redemption amount will be equal on the mandatory redemption date of the preferred stock on November 15, 2033. No accretion was recognized during the year ended December 31, 2023 due to immateriality. The Company has the ability to redeem the Series A-1 preferred stock before its mandatory redemption date, at 104% of the liquidation preference per share plus accrued and unpaid dividends on or before the first anniversary of the closing date, 102% of the liquidation preference per share plus accrued and unpaid dividends on or before the second anniversary but after the first anniversary of the closing date, 101% of the liquidation preference per share plus accrued and unpaid dividends on or before the third anniversary but after the second anniversary of the closing date, and 100% of the liquidation preference per share plus accrued and unpaid dividends on or after the third anniversary of the closing date. The Series A-1 preferred stock accrues dividends at a rate of 13% per year, compounded and payable quarterly, though cash payment of dividends must be declared by the Board, and are otherwise accrued. Searchlight is an affiliate of the Company (see Note 20 — Related Party Transactions ). |
CONSOLIDATED FINANCIAL STATEMEN
CONSOLIDATED FINANCIAL STATEMENT DETAILS | 12 Months Ended |
Dec. 31, 2023 | |
Balance Sheet Related Disclosures [Abstract] | |
CONSOLIDATED FINANCIAL STATEMENT DETAILS | CONSOLIDATED FINANCIAL STATEMENT DETAILS The following table sets forth the details of prepaid expenses and other current assets included on the consolidated balance sheets as of December 31, 2023 and 2022: December 31, (in thousands) 2023 2022 Prepaid expenses $ 7,411 $ 8,362 Other current assets 2,635 523 Deposits 2,061 2,864 Income taxes receivable 1,499 502 Indirect sales taxes receivable 616 1,735 Total prepaid expenses and other current assets $ 14,222 $ 13,986 The following table sets forth the details of accrued liabilities included on the consolidated balance sheets as of December 31, 2023 and 2022: December 31, (in thousands) 2023 2022 Accrued other expenses $ 8,350 $ 3,970 Accrued cost of revenue 4,728 4,091 Accrued payroll and related 4,623 4,804 Sales and other taxes payable 4,999 2,813 Income taxes payable 615 207 Finance lease obligation 106 115 Total accrued liabilities $ 23,421 $ 16,000 |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 12 Months Ended |
Dec. 31, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | COMMITMENTS AND CONTINGENCIES Indirect Taxes The Company, assisted by third party experts, is currently conducting a review of potential obligations surrounding indirect taxes, specifically, sales and telecommunications taxes. At the current time, the Company has had no actual or threatened claims arising from any governmental authority in any taxing jurisdiction in the United States where the Company does business regarding claims for any indirect tax liabilities emerging from any potential sales and telecommunications tax that may be owed to any such state or local governments in the various aforementioned taxing jurisdictions. However, a liability for sales and telecommunications tax may be asserted by a governmental authority if that authority determines that the Company is engaged in often-taxable “telecommunications services” rather than providing “internet access,” which is not taxable in any jurisdiction by federal law. The determination of if a service provided is defined as “telecommunications services” or “internet access” may be highly subjective, open to interpretation, and can depend upon extremely intricate technical factors and specific fact patterns which may vary by customer and use case. Furthermore, some taxing jurisdictions may not levy taxes on telecommunications services, while others do, and some taxing jurisdictions are at the state level, while others exist at the local level, including by municipality in some states. The Company believes that it is probable that a liability for sales and telecommunications tax may exist. The Company has estimated the possible range of loss in this matter as of December 31, 2023 as between $1.8 million and $14.9 million, with anticipation of recoveries from third parties at the low end, and no recoveries from third parties anticipated at the high end of the range, with interest and penalties assessed at both the low and high ends of the range, with penalties reduced in states where the Company intends to seek a “voluntary disclosure arrangement” as described further below. Although the Company’s contracts with customers generally state that the customer must later pay associated taxes if such taxes become an issue, there is always a risk of customer non-payment. Due to the complexities involved in its number of customers, use cases, and jurisdictions in which it does business, along with the treatment of potential indirect taxes varying in each jurisdiction, and collectability estimates, this estimate may ultimately be resolved at either a greater or lesser amount than the estimated range. Additionally, mitigating factors may exist, such as good-faith reseller certificates, which the Company has previously obtained in instances where the use case indicates that the customer is a reseller, private letter rulings that the Company may request from certain states where the specific tax law is unclear but may be resolved in the Company’s favor, and voluntary disclosure arrangements whereby the Company may determine that it is probable that tax would be owed and enter into an agreement with a taxing jurisdiction to pay back taxes and avoid penalties that would otherwise likely apply. The Company expects this matter to be settled within the next twelve months, and thus, the net contingent liability estimate of $1.8 million has been accrued in “accrued liabilities” within “current liabilities” of the Company’s consolidated balance sheet for the year ended December 31, 2023. The low end of the range of expense net of recoveries has been recorded in the amount of $1.8 million and is reflected in “sales, general, and administrative” expenses in the consolidated statements of operations and comprehensive loss. Purchase Obligations The Company has vendor commitments primarily relating to carrier and open purchase obligations that the Company incurs in the ordinary course of business. As of December 31, 2023, the purchase commitments were as follows: ($ in thousands) 2024 $ 30,745 2025 10,688 2026 5,423 2027 4,773 2028 5,000 Thereafter 2,273 Total $ 58,902 Self-Insurance The Company is self-insured for certain employee health benefits in the United States and has purchased stop-loss insurance in order to establish certain limits to its exposure on a per-claim basis, both individually and in the aggregate. The Company provides for estimated costs to settle both known claims and claims “incurred but not yet reported” by recording a net liability for the foregoing, considering its retention and stop loss limits. Liabilities of the Company associated with these claims are estimated, in part, by considering the frequency and severity of historical claims, both specific to the Company, as well as industry-wide loss experience and other actuarial assumptions. The Company determines its insurance obligations with the assistance of actuarial firms. Since there are many estimates and assumptions involved in recording insurance liabilities, differences between actual future events and prior estimates and assumptions could result in adjustments to these liabilities. Defined Contribution Plan - Employer Contributions The Company sponsors defined contribution plans (the “Plans”) that cover our domestic and international employees following the completion of an eligibility period. Under the Plans, participating employees may defer a portion of their pretax earnings up to the limits provided by local statutory requirements. The Company makes matching contributions, subject to limits of the base compensation that a participant contributes to the Plan. The Company’s matching contributions vest over up to a maximum of four years from the participant’s date of hire. The Company records its portion of matching contributions within selling, general, and administrative expenses. The Company contributed $0.6 million and $0.5 million for the years ended December 31, 2023 and 2022, respectively. Legal Contingencies From time to time, the Company may be a party to litigation relating to claims arising in the normal course of business. As of December 31, 2023, the Company was not aware of any legal claims that could materially impact its financial condition. |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 12 Months Ended |
Dec. 31, 2023 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | RELATED PARTY TRANSACTIONS Transactions with affiliates of the Company Searchlight Searchlight beneficially owned approximately 13% of the Company’s outstanding common stock as of December 31, 2023, through its ownership of the Penny Warrants. Searchlight is therefore considered an affiliate of the Company. Searchlight owns the Series A-1 preferred stock and the Penny Warrants. Cerberus Telecom Acquisition Corp. (“CTAC”) CTAC was the initial private equity sponsor of the Company, and two of the Company’s Board members are employed by Cerberus. CTAC is therefore considered an affiliate of the Company. CTAC owns over 5% but less than 10% of the outstanding Class A Common Stock of the Company. Affiliates of Cerberus own the Private Placement Warrants. Transactions with affiliates of one of the Company’s wholly-owned subsidiaries A wholly-owned subsidiary of the Company located in Brazil maintained an office lease and professional services agreement with a company controlled by a key member of the subsidiary’s management team. The office lease and professional services agreement with this affiliate were terminated on June 29, 2023. Aggregate expenses incurred for these transactions were $0.3 million and $0.3 million for each of the years ended December 31, 2023, and 2022, respectively, and are recorded as a component of “selling, general, and administrative expense incurred with affiliate” in the consolidated statements of operations and comprehensive loss. The same wholly-owned subsidiary had an informal services agreement with a separate company controlled by two key members of the Company’s management team. The service agreement with this affiliate was terminated on February 14, 2023. This services agreement was entered into to render technical assistance services to purchase and deliver telecommunication equipment to the Company’s clients in Brazil, for which the affiliate was paid a nominal monthly fixed fee plus a fee of 7% of the gross amount of the cost incurred to purchase and deliver telecommunication equipment to the Company’s clients in Brazil. In 2023, the Company incurred and paid $0.1 million to this affiliate. In 2022, subsequent to the Company’s acquisition of BMP, the Company incurred and paid $2.3 million to this affiliate. These expenses are recorded as a component of “selling, general, and administrative expense incurred with affiliate” in the consolidated statements of operations and comprehensive loss for the years ended December 31, 2023, and 2022, respectively. |
GEOGRAPHIC LOCATION OF LONG-LIV
GEOGRAPHIC LOCATION OF LONG-LIVED ASSETS | 12 Months Ended |
Dec. 31, 2023 | |
Segment Reporting [Abstract] | |
GEOGRAPHIC LOCATION OF LONG-LIVED ASSETS | GEOGRAPHIC LOCATION OF LONG-LIVED ASSETS The following table sets forth the geographic location of the Company’s long-lived assets, by major asset category, as of December 31, 2023 and 2022: December 31, ($ in thousands) 2023 2022 Goodwill: United States $ 173,916 59 % $ 248,928 67 % Switzerland 112,203 38 % 112,203 30 % All other countries 8,855 3 % 8,575 2 % Total goodwill $ 294,974 100 % $ 369,706 100 % Intangible assets, net: United States $ 118,833 71 % $ 136,572 71 % Switzerland 25,277 15 % 36,417 19 % All other countries (1) 23,477 14 % 19,515 10 % Total intangible assets, net $ 167,587 100 % $ 192,504 100 % Property and equipment, net: United States $ 7,070 65 % $ 7,060 59 % Netherlands 2,387 22 % 2,559 22 % All other countries (1) 1,499 14 % 2,280 19 % Total property and equipment, net $ 10,956 100 % $ 11,899 100 % Operating lease right-of-use assets: United States $ 7,612 81 % $ 8,729 87 % All other countries (1) 1,755 19 % 1,290 13 % Total operating lease right-of-use assets $ 9,367 100 % $ 10,019 100 % (1) No single country in “all other countries” exceeded 10% of the total balance where “all other countries” comprised more than a 10% concentration of the geographic location of long-lived assets as of December 31, 2023 and 2022. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 12 Months Ended |
Dec. 31, 2023 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | SUBSEQUENT EVENTS The Company has concluded that no subsequent events have occurred that require disclosure. |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Pay vs Performance Disclosure | ||
Net loss | $ (167,042,000) | $ (106,200,000) |
Insider Trading Arrangements
Insider Trading Arrangements | 3 Months Ended |
Dec. 31, 2023 | |
Trading Arrangements, by Individual | |
Rule 10b5-1 Arrangement Adopted | false |
Non-Rule 10b5-1 Arrangement Adopted | false |
Rule 10b5-1 Arrangement Terminated | false |
Non-Rule 10b5-1 Arrangement Terminated | false |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
Organization and Basis of Presentation | Organization and Basis of Presentation KORE Group Holdings, Inc. (together with its subsidiaries, “KORE,” or the “Company”) provides advanced connectivity services, location-based services, device solutions, managed and professional services used in the development and support of the “Internet of Things” (“IoT”) technology for the business market. The Company’s IoT platform is delivered in partnership with the world’s largest mobile network operators and provides secure, reliable, wireless connectivity to mobile and fixed devices. This technology enables the Company to expand its global technology platform by transferring capabilities across new and existing vertical markets and delivers complementary products to channel partners and resellers worldwide. The Company is incorporated in the state of Delaware and its operations are primarily located in North America. The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries, and have been prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”). All significant intercompany balances and transactions have been eliminated in consolidation. The Company’s common stock is traded on the New York Stock Exchange under the ticker symbol “KORE”. The Company currently qualifies as an Emerging Growth Company under Section 102(b)(1) of the JOBS Act, which, upon an affirmative election, which the Company has made, allows the Company to adopt new or revised financial accounting standards at the same time as private companies. |
Use of Estimates and Change in Accounting Estimate — Depreciation of Property and Equipment | Use of Estimates The preparation of financial statements requires the Company to make a number of significant estimates. These include estimates of revenue recognition, fair value measurements of assets acquired and liabilities assumed in business combinations, assessments of indicators of impairment regarding various assets including goodwill, calculation of capitalized software costs, accounting for uncertainties in income tax positions, and other estimates that affect the reported amounts of certain assets and liabilities as of the date of the consolidated financial statements and the reported amounts of certain revenues and expenses during the reported periods. Changes in these estimates may occur in the near term. The Company’s estimates are inherently subjective in nature and actual results could differ from the Company’s estimates and the differences could be material. Change in Accounting Estimate — Depreciation of Property and Equipment On January 1, 2024, the Company elected to change its method of depreciation for long-lived assets from the declining balance method to the straight-line method. The Company’s use of the straight-line depreciation method will be effective beginning January 1, 2024, and will be applied prospectively as a change in estimate. |
Reclassification of Prior Period Presentation | Reclassification of Prior Period Presentation Certain amounts reported in the prior year in the consolidated balance sheets have been reclassified to conform to the current year’s presentation. For comparative purposes, and to enhance transparency of the Company’s balance sheets, the Company has separately presented in the financial statements transactions with affiliates, and has reclassified certain immaterial amounts in the prior period. |
Restricted Cash | Restricted Cash |
Concentrations of Credit Risk | Concentrations of Credit Risk Cash is a financial instrument that is potentially subject to concentrations of credit risk. The Company’s cash is deposited in accounts at large financial institutions, and amounts may, at times, exceed federally insured limits. |
Trade Accounts Receivable and Allowance for Credit Losses | Trade Accounts Receivable and Allowance for Credit Losses The Company records accounts receivable at amortized cost less an allowance for credit losses. The Company accounts for credit losses under the current expected credit loss model using a loss rate methodology, which considers historical loss rates on its trade accounts receivable balances, adjusted for current conditions, along with reasonable and supportable forecasts regarding collections and delinquencies on trade accounts receivable. The Company adopted ASU 2016-13, the updated accounting standard regarding credit losses as described above, on January 1, 2023, utilizing the modified retrospective method. The adoption of ASU 2016-13 modified the measurement of expected credit losses on certain financial instruments such as trade receivables that result from revenue transactions within the scope of ASC 606. The Company generally does not require collateral from its customers, although it may require letters of credit in certain instances to limit its credit risk. |
Inventories | Inventories The Company generally records its inventory, of which substantially all inventory consists of finished goods such as SIM cards, other hardware and packaging materials, using the average cost method. One wholly-owned consolidated subsidiary which was acquired in 2022 uses the first-in, first-out (“FIFO”) method. All inventories are stated at the lower of cost or net realizable value. |
Deferred Financing Costs | Deferred Financing Costs Deferred financing costs consist principally of debt issuance costs which are amortized using the straight-line method (as the straight-line method is not materially different from the effective interest method) over the terms of the related debt agreements and are presented in the consolidated balance sheets as direct deductions from the balance of long-term debt. Issuance costs for undrawn credit facilities are recorded in other long-term assets in the consolidated balance sheets and are amortized over the term of the agreement using the straight-line method. |
Property and Equipment | Property and Equipment For the years ended December 31, 2023 and 2022, property and equipment, with the exception of leasehold improvements as further described below, were depreciated over their estimated useful lives using the declining balance method. |
Lessee-type leases | Lessee-type leases The Company leases real estate, computer hardware, and vehicles for use in its operations under both operating and finance leases. The Company assesses whether an arrangement is a lease or contains a lease at inception. For arrangements considered leases or that contain a lease that is accounted for separately, the Company determines the classification and initial measurement of the right-of-use asset and lease liability at the lease commencement date, which is the date that the underlying asset becomes available for use. For both operating and finance leases, the Company recognizes a right-of-use asset, which represents its right to use the underlying asset for the lease term, and a lease liability, which represents the present value of the Company’s obligation to make payments arising over the lease term. The present value of the Company’s obligation to make payments is calculated using the incremental borrowing rate for operating and finance leases. The incremental borrowing rate is determined using a portfolio approach based on the rate of interest that the Company would have to pay to borrow an amount equal to the lease payments on a collateralized basis over a similar term. Management uses the unsecured borrowing rate and risk-adjusts that rate to approximate a collateralized rate, which is updated on an annual basis for the measurement of new lease liabilities. In those circumstances where the Company is the lessee, we have elected to account for non-lease components associated with our leases (e.g., common area maintenance costs) and lease components as a single lease component for all of our asset classes. Operating lease cost for operating leases is recognized on a straight-line basis over the term of the lease and is included in selling, general, and administrative expense in the Company’s consolidated statements of operations and comprehensive loss, based on the use of the facility on which rent is being paid. Operating leases with a term of 12 months or less are not recorded on the balance sheet; and the Company recognizes rent expense for these leases on a straight-line basis over the lease term. The Company recognizes the amortization of the right-of-use asset for its finance leases on a straight-line basis over the shorter of the term of the lease or the useful life of the right-of-use asset in depreciation and amortization expense in its consolidated statements of operations and comprehensive loss. The interest expense related to finance leases is recognized using the effective interest method based on the discount rate determined at lease commencement and is included within interest expense in the Company’s consolidated statements of operations and comprehensive loss. |
Lessor-type leases | Lessor-type leases In addition to selling our products directly to customers, the Company has entered into a leasing arrangement as a lessor for certain of its hardware devices as further described in Note 7 — Leases . The Company assesses lessor-type leases in order to classify them as either operating or finance type leases, with finance-type lessor leases further divided into the categories of either sales-type leases or direct financing leases. The determination for leases classified as sales-type are: (i) whether the lease transfers ownership of the equipment by the end of the lease term, (ii) whether the lease grants the customer an option to purchase the equipment and the customer is reasonably certain to do so, (iii) whether the lease term is for the major part of the economic life of the underlying equipment, (iv) whether the present value of the lease payments, and any residual value guaranteed by the customer that is not already reflected in the lease payments, is equal to or greater than substantially all of the fair market value of the equipment at the commencement of the lease, and (v) whether the equipment is specific to the customer and of such a specialized nature that it is expected to have no alternative use to the Company at the end of the lease term. Leasing arrangements meeting any of these conditions are accounted for as sales-type leases and revenue attributable to the lease component is recognized in a manner consistent with the equipment sales and the related equipment is derecognized with the associated expense presented as a cost of revenue. Leasing arrangements that do not meet the criteria for classification as a sales-type lease will be accounted for as a direct-financing lease if the following two conditions are met: (i) the present value of the lease payments and any residual value guaranteed by the customer that is not already reflected in the lease payments and any other third party unrelated to the Company, is equal to or greater than substantially all of the fair market value of the equipment at the commencement of the lease, and (ii) it is probable that the Company will collect the lease payments and amounts necessary to satisfy a residual value guarantee. Leasing arrangements that do not meet any of the finance-type lessor lease classification criteria are accounted for as operating leases and revenue is recognized straight-line over the term of the lease. |
Internal Use Software | Internal Use Software Certain costs of platform and software applications developed for internal use are capitalized as intangible assets. Capitalization of costs begins when two criteria are met: (i) the preliminary project stage is completed (i.e. application development stage) and (ii) it is probable that the software will be completed and used for its intended function. The Company also capitalizes costs related to specific upgrades and enhancements when it is probable the expenditure will result in additional functionality. Costs incurred for maintenance, minor upgrades and enhancements are recorded under selling, general, and administrative expenses in the consolidated statement of operations and comprehensive loss as incurred. Costs related to preliminary project activities and post-implementation operating activities are also recorded under selling, general, and administrative expenses in the consolidated statement of operations and comprehensive loss as incurred. The Company amortizes the capitalized costs on a straight-line basis over the useful life of the assets. |
Intangible Assets, Goodwill and Long-Lived Asset Impairment Testing | Intangible Assets Identifiable intangible assets acquired individually or as part of a group of other assets are initially recognized and measured at cost. The cost of a group of intangible assets acquired in a transaction, including those acquired in a business combination that meet the specified criteria for recognition apart from goodwill, is the sum of the individual assets acquired based on their acquisition date fair values. The cost incurred to enhance the service potential of an intangible asset is capitalized as a betterment. The Company capitalizes costs directly related to the design, deployment and enhancements of its internal operating support systems, including employee-related costs. The Company amortizes amortizable intangible assets on a straight-line basis over their estimated useful lives. Goodwill and Long-Lived Asset Impairment Testing Goodwill is not amortized, but rather, is subject to impairment testing. The Company tests goodwill for impairment on an annual basis on October 1 of each year, or when events or changes in circumstances indicate that the carrying amount of goodwill may not be recoverable. Goodwill and long-lived assets are tested for impairment at the reporting unit level, and the Company has been determined to be operating as a single reporting unit. |
Business Combinations | Business Combinations The Company allocates the fair value of the consideration transferred to the assets acquired and liabilities assumed based on their fair values as of the acquisition date. The excess of the fair value of consideration transferred over the fair value of the assets acquired and liabilities assumed is recorded as goodwill. Acquisition-related expenses and restructuring costs are recognized separately from a business combination and are expensed as incurred. All changes in accounting for deferred tax asset valuation allowances and acquired income tax uncertainties after the measurement period are recognized as a component of provision for income taxes. When determining the fair values of assets acquired and liabilities assumed, management makes significant estimates and assumptions, especially with respect to intangible assets. Critical estimates in valuing intangible assets include expected future cash flows based on consideration of future growth rates and margins, customer attrition rates, future changes in technology and brand awareness and discount rates. Fair value estimates are based on the assumptions management believes a market participant would use in pricing the asset or liability. |
Contingent Liabilities | Contingent Liabilities The Company has certain contingent liabilities that arise in the ordinary course of business activities. The Company accrues for loss contingencies when losses become probable and are reasonably estimable. If the reasonable estimate of the loss is a range and no amount within the range is a better estimate, the minimum amount of the range is recorded as a liability. The Company does not accrue for contingent losses that, in its judgment, are considered to be reasonably possible, but not probable; however, it discloses the range of such reasonably possible losses, if estimable. |
Treasury Stock | Treasury Stock Treasury stock is reflected as a reduction of stockholders’ equity at the cost to acquire the stock at its fair market value, which is determined as the closing price of the Company’s stock on the date of acquisition if purchased in a non-market transaction. Treasury stock purchased on the secondary market is reflected at the actual market purchase price. |
Segments | Segments Operating segments are defined as components of an entity for which separate financial information is available and that is regularly reviewed by the CODM in deciding how to allocate resources to the individual segment and in assessing performance. The Company’s CODM is its Chief Executive Officer. The Company has determined that it operates in one operating segment and one reportable segment, as the CODM reviews financial information presented on a consolidated basis for purposes of making operating decisions, allocating resources, and evaluating financial performance. |
Revenue Recognition | Revenue Recognition The Company recognizes revenue when its customer obtains control of promised goods or services, in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. To determine the appropriate amount of revenue to be recognized for arrangements determined to be within the scope of ASC 606 — Revenue from Contracts with Customers (“ASC 606”) , the Company applies the five step model: (i) identification of the contract(s) with a customer; (ii) identification of the performance obligations in the contract; (iii) determination of the transaction price; (iv) allocation of the transaction price to the performance obligations in the contract; and (v) recognition of revenue when (or as) the Company satisfies a performance obligation. The Company only applies the five-step model to contracts when it is probable that the entity will collect consideration it is entitled to in exchange for the goods or services it transfers to the customer. The Company derives revenues primarily from IoT Connectivity and IoT Solutions. IoT Connectivity IoT Connectivity arrangements provide customers with secure and reliable wireless connectivity to mobile and fixed devices through various mobile network carriers. Revenue from IoT Connectivity consists of MRCs and overage/usage charges, and contracts are generally short-term in nature (i.e., month-to-month arrangements). Revenue for MRCs and overage/usage charges are recognized over time as the Company satisfies the performance obligation (generally starting when an enrolled device is activated on the Company’s platform). Most of the MRCs are billed monthly in advance (generally in the last week of a month); any amounts billed for which the service has not been provided as of the balance sheet dates are reported as a contract liability and components of deferred revenue. Overage/usage charges are billed in arrears on a monthly cycle. Overage usage charges are evaluated on a monthly basis, and any overage/usage charges determined by management as unlikely to be collected due to a customer disputing the charge or due to a concession are reserved in the month billed and are not initially recognized as revenue. These amounts are netted against accounts receivable and reversed when credited to the customer account, generally no longer than one Certain IoT Connectivity customers also have the option to purchase products and/or equipment (e.g. SIM cards, routers, phones, or tablets) from the Company on an as needed basis. Product sales to IoT Connectivity customers are recognized when control is transferred to the customer, which is typically upon shipment of the product. IoT Solutions IoT Solutions arrangements include device solutions (including connectivity), deployment services, and/or technology-related professional services. Management evaluates each IoT Solutions arrangement to determine the contract for accounting purposes. If a contract contains more than one performance obligation, consideration is allocated to each performance obligation based on standalone selling prices (“SSPs”). When available, the Company uses observable prices to determine SSPs. When observable prices are not available, SSPs are established that reflect the Company’s best estimates of what the selling price of the performance obligations would be if they were sold regularly on a stand-alone basis. The Company’s process for estimating SSPs without observable prices considers multiple factors that may vary depending upon the unique facts and circumstances related to each performance obligation including, where applicable, prices charged by the Company for similar offerings, market trends in the pricing for similar offerings, product-specific business objectives and the estimated cost to provide the performance obligation. Hardware, deployment services, and connectivity services generally have readily observable prices. The standalone selling price of the Company’s warehouse management services (which is associated with its bill-and-hold inventory and determined to be immaterial as discussed below) was determined using a cost-plus-margin approach with the primary assumptions including company profit objectives, internal cost structure, and current market trends. Device and other hardware sales in IoT Solutions arrangements are generally accounted for as separate contracts since the customer is not obligated to purchase additional services when committing to the purchase of any products. Such sales are typically recognized upon shipment to the customer. However, in certain contracts, the customer has requested for the Company to hold the products ordered for later shipment to the customer’s remote location or to the customer’s end user as a part of a vendor managed inventory model. In these situations, management has concluded that transfer of control to the customer occurs prior to shipment. In these “bill-and-hold” arrangements, the right to invoice, transfer of legal title and transfer of the risk and rewards associated with the products occurs when the Company receives the hardware from a third-party vendor and has deemed it to be functional. Additionally, the products are identified both physically and systematically as belonging to a specific customer, are usable by the customer, and are only shipped, used, or disposed as directed by the specific customer. Based on these factors, management recognizes revenue on bill-and-hold hardware when the hardware is received by the Company and deemed functional. As part of the bill-and-hold arrangements, the Company performs a service related to the storage of the hardware. The Company has determined that any storage fees related to bill-and-hold inventory are immaterial to the consolidated financial statements taken as a whole. IoT Solutions arrangements may also contain embedded leases for hardware used to fulfill services. A contract with a customer includes an embedded lease when the Company grants the customer a right to control the use of an identified asset for a period of time in exchange for consideration. Embedded leases with customers are typically recognized either as sales-type leases in which revenue and cost of sales is recognized upon lease commencement; or they may be recognized as operating leases in which revenue is recognized over the usage period. Where a contract contains an embedded lease, the contract’s transaction price is allocated to the contract performance obligations and the lease component based upon the relative standalone selling price. Deployment services consist of the Company preparing hardware owned by a customer for use by a customer’s end user. Deployment and connectivity may both be included within a single IoT Solutions contract and are considered separate performance obligations. While consideration for deployment services is generally fixed when ordered by the client, consideration for connectivity services is variable and solely related to the connectivity services. Therefore, the fixed consideration is allocated to the deployment services and is recognized as revenue when the services are provided (i.e. when the related hardware is shipped to the customer). Connectivity within IoT Solutions contracts are recognized similar to the IoT Connectivity as described above, since such contracts are generally short term in nature and variability is resolved each month as the services are provided. Professional services are generally provided over a contract term of one The Company estimates the transaction price based on the amount expected to be received for transferring the promised goods or services in the contract. The consideration may include fixed consideration or variable consideration. At the inception of each arrangement that includes variable consideration, the Company evaluates the amount of potential payment and the likelihood that the payments will be received. The Company utilizes either the most likely amount method or expected value method to estimate the amount expected to be received based on which method best predicts the amount expected to be received. The amount of variable consideration that is included in the transaction price may be constrained and is included in the transaction price only to the extent that it is probable that a significant reversal in the amount of the cumulative revenue recognized will not occur in a future period. Product returns are recorded as a reduction to revenue based on anticipated sales returns that occur in the normal course of business and were immaterial for the years ended December 31, 2023 and 2022. The Company primarily has assurance-type warranties that do not result in separate performance obligations. Contract Balances Contract assets, or unbilled receivables, are recorded when the Company performs a service or transfers a good in advance of receiving consideration (the right to consideration is conditional on something other than the passage of time). Contract assets are classified as accounts receivable when the Company’s right to consideration is unconditional (only the passage of time is required before payment is due). Contract liabilities, or deferred revenue, are recorded when the Company receives consideration (or has the unconditional right to receive consideration) in advance of performing a service or transferring a good. Deferred revenue primarily relates to revenue that is recognized over time for connectivity monthly recurring charges, the changes in balance of which are related to the satisfaction or partial satisfaction of these contracts. The balance also contains a deferral for goods that are in-transit at the period end for which control transfers to the customer upon delivery. Taxes Collected from Customers and Remitted to Governmental Authorities The Company excludes taxes assessed by governmental authorities that are both imposed on and concurrent with a specific revenue-producing transaction and collected from customers. Accordingly, such tax amounts are not included as a component of revenue or cost of revenue and are accrued in current liabilities until remitted to governmental authorities. Practical Expedients The Company applies ASC 606, utilizing the following allowable exemptions or practical expedients: • Practical expedient not to disclose the unfulfilled performance obligation balance for contracts with an original length of one year or less. • Practical expedient to recognize the incremental costs of obtaining a contract as an expense when incurred if the amortization period of the asset that the entity otherwise would have recognized is one year or less. • Practical expedient to present revenue net of sales taxes and other similar taxes. • Practical expedient from recognizing shipping and handling activities as a separate performance obligation. • |
Cost of revenue, exclusive of depreciation and amortization | Cost of revenue, exclusive of depreciation and amortization Cost of revenue includes any cost of connectivity incurred with the Company’s carriers, as well as hardware products and materials and associated freight expense, and direct labor. |
Selling, general, and administrative expenses | Selling, general, and administrative expenses |
Stock-based compensation | Stock-based compensation The Company sponsors an equity incentive plan that provides for the grant of various stock-based awards including time-vested restricted stock units and performance share units. The fair value of any such award is calculated on its grant date fair value, which for time-vested and performance share restricted stock units (excluding those with market conditions), is the market price on close of business of the grant date. The fair value of performance share units that include any market-based metrics is determined as of the grant date using either a Monte Carlo simulation or a binomial lattice valuation model. The Company recognizes compensation expense on a straight-line basis over the period the grant is earned by the employee, generally three years. The Company assesses the likelihood of performance criteria being achieved for performance-based awards on a quarterly basis. If the Company determines that the performance criteria are probable of being achieved, the fair value of the award is expensed on a straight-line basis over the balance of the vesting period. In the event the Company determines it is no longer probable that it will achieve the minimum performance criteria specified in a performance-based award, the Company reverses all of the previously recognized compensation expense in the period such a determination is made. The Company accounts for forfeitures of stock-based compensation as any such forfeitures occur. |
Foreign Currency | Foreign Currency The functional currency of the Company’s foreign subsidiaries is generally the local currency. Any transactions recorded in the Company’s foreign subsidiaries denominated in a currency other than the local currency are remeasured using current exchange rates each reporting period with the resulting unrealized gains or losses of $0.1 million and $1.8 million being included in selling, general, and administrative expenses in the consolidated statements of operations and comprehensive loss for the years ended December 31, 2023 and 2022. For consolidation purposes, all assets and liabilities denominated in a foreign currency are translated into U.S. dollars at the exchange rate on the balance sheet date. Revenues and expenses are translated at the average exchange rate during the period. Equity transactions are translated using historical exchange rates. Adjustments resulting from translating foreign functional currency financial statements into U.S. dollars are recorded as part of a separate component of stockholders’ equity and reported in the consolidated statements of operations and comprehensive loss. |
Income Taxes | Income Taxes The Company provides for income taxes under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The Company recognizes the effect of income tax positions only if those positions are more likely than not to be sustained. Recognized income tax positions are measured at the largest amount that is greater than 50% likely to be realized. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the year that includes the date of enactment. A valuation allowance is recorded to reduce deferred tax assets to an amount, which, in the opinion of management, is more likely than not to be realized. The Company considers factors such as the cumulative income or loss in recent years; reversal of any deferred tax liabilities; projected future taxable income exclusive of temporary differences; the character of the income tax asset, including income tax positions; tax planning strategies and other factors in the determination of the valuation allowance. |
Earnings Per Share | Earnings Per Share The Company applies the treasury stock method to determine the dilutive effect of potentially dilutive securities, including warrants, and the if-converted method to determine the dilutive effect of any potentially dilutive convertible securities. |
Recently Adopted and Issued Accounting Pronouncements | Recently Adopted Accounting Pronouncements The Company considers the applicability and impact of all ASUs issued by the FASB. ASUs not listed below were assessed and determined to be either not applicable or did not have a material impact on the Company's consolidated financial statements. The following ASUs have been adopted by the Company during the fiscal year 2023: ASU 2022-04, Liabilities—Supplier Finance Programs (Topic 405-50) - Disclosure of Supplier Finance Program Obligations In September 2022, the FASB issued ASU No. 2022-04, “Liabilities—Supplier Finance Programs (Topic 405-50) - Disclosure of Supplier Finance Program Obligations,” to enhance the transparency of supplier finance programs used by an entity in connection with the purchase of goods and services. ASU No. 2022-04 is effective for all companies for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years, except for the required rollforward information, which is effective for fiscal years beginning after December 15, 2023. Early adoption was permitted. During the fiscal year of adoption, ASU 2022-04 requires information on the key terms of the program(s) and the balance sheet presentation of the program obligations, which are annual disclosure requirements, to be disclosed in each interim period. The Company adopted ASU 2022-04, on January 1, 2023. In each annual reporting period, the Company is required to disclose the following information: 1. The key terms of the program, including a description of the payment terms (including payment timing and basis for its determination) and assets pledged as security or other forms of guarantees provided for the committed payment to the finance provider or intermediary. 2. For the obligations that the Company has confirmed as valid to the finance provider or intermediary: a. The amount outstanding that remains unpaid by the Company as of the end of the annual period (the “outstanding confirmed amount”); b. A description of where those obligations are presented in the balance sheet; c. A rollforward of those obligations during the annual period, including the amount of obligations confirmed and the amount of obligations subsequently paid. In each interim reporting period (subject to the applicable transition guidance as described above in the initial year of adoption), the Company is required to disclose the amount of obligations outstanding that it has confirmed as valid to the finance provider or intermediary as of the end of the interim period. The gu idance does not affect the recognition, measurement, or financial statement presentation of obligations covered by supplier finance programs. Recently Issued Accounting Pronouncements The Company considers the applicability and impact of all ASUs issued by the FASB. ASUs not listed below were assessed and determined to be either not applicable or are not expected to have a material impact on the Company's consolidated financial statements. ASU No. 2023-07, Segment Reporting: Improvements to Reportable Segment Disclosures (“ASU 2023-07”) On November 27, 2023, the FASB issued ASU No. 2023-07. The FASB issued the new guidance primarily to provide financial statement users with more disaggregated expense information about a public business entity’s (“PBE”) reportable segment(s). This ASU will require PBEs to provide incremental disclosures related to the entity’s reportable segment(s), including disclosures for expenses that are both 1) significant to each reportable segment and are provided regularly to the CODM or easily computed from information regularly provided to the CODM and 2) included in the reported measure of segment profit or loss used by the CODM to assess performance and allocate resources. If a PBE does not disclose any significant segment expenses for a reportable segment, it is required to disclose narratively the nature of the expenses used by the CODM to manage each segment’s operations. Under the provisions of this ASU, all of the disclosures required in the segment guidance, including disclosing a measure of segment profit or loss used by the CODM and reporting significant segment expenses, applies to all PBEs, including those with a single operating or reportable segment. However, this ASU does not change the definition of a segment, the method for determining segments, or the criteria for aggregating operating segments into reportable segments. ASU 2023-07 will be effective for the Company’s annual reporting periods beginning in fiscal 2024 and all interim reporting periods beginning in fiscal 2025. At adoption, the disclosures are retrospectively presented for all comparative periods presented. Since this new ASU addresses only disclosures, the Company does not expect the adoption of this ASU to have any material effects on its financial condition, results of operations or cash flows. The Company is currently evaluating any new disclosures that may be required upon adoption of ASU 2023-07. ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures (“ASU 2023-09”) On December 14, 2023, the FASB issued ASU 2023-09 requiring greater disaggregation of income tax disclosures related to the income tax rate reconciliation, income taxes paid , and other disclosures. • Income tax rate reconciliation – ASU 2023-09 requires disclosing additional information in specified categories to reconcile the effective tax rate to the statutory rate (the rate reconciliation) for federal, state, and foreign income taxes. It also requires greater detail about individual reconciling items in the rate reconciliation to the extent the impact of those items exceeds a specified threshold. • Income taxes paid – ASU 2023-09 requires disclosing information about taxes paid (net of refunds received) to be disaggregated for federal, state, and foreign taxes and further disaggregated for specific jurisdictions to the extent the related amounts exceed a quantitative threshold. • Other disclosures – ASU 2023-09 requires disclosing i ncome (or loss) from continuing operations before income tax expense (or benefit) disaggregated between domestic and foreign, and income tax expense (or benefit) from continuing operations disaggregated by federal (national), state, and foreign. The amendments in ASU 2023-09 eliminated the requirement for all entities to (1) disclose the nature and estimate of the range of the reasonably possible change in the unrecognized tax benefits balance in the next 12 months or (2) make a statement that an estimate of the range cannot be made. The amendments in this update also removed the requirement to disclose the cumulative amount of each type of temporary difference when a deferred tax liability is not recognized because of the exceptions to comprehensive recognition of deferred taxes related to subsidiaries and corporate joint ventures. The amendments in ASU 2023-09 are effective for annual periods beginning after December 15, 2024, early adoption is permitted. The Company is currently evaluating the effect of this new guidance on the consolidated financial statements. |
Fair Value Measurements | Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability (i.e., the “exit price”) in an orderly transaction between market participants at the measurement date. Inputs refer broadly to the assumptions that market participants would use in pricing the asset or liability. Inputs may be observable or unobservable: • Observable inputs are inputs that reflect the assumptions market participants would use in pricing the asset or liability based on market data obtained from sources independent of the reporting entity. • Unobservable inputs are inputs that reflect the reporting entity’s own assumptions. A fair value hierarchy for inputs is implemented in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available. The availability of valuation techniques and the ability to attain observable inputs can vary among different financial instruments and are affected by a wide variety of factors, including the type of instrument, whether the instrument is newly issued and not yet established in the marketplace, the liquidity of markets, and other characteristics particular to the transaction. The fair value hierarchy is categorized into three broad levels based on the inputs as follows: Level 1 - Valuations based on unadjusted, quoted prices in active markets for identical assets and liabilities. Level 2 - Valuations based on quoted prices in an inactive market, or whose values are based on models - but the inputs to those models are observable either directly or indirectly for substantially the full term of the assets and liabilities. Level 2 inputs include the following: a) Quoted prices for similar assets and liabilities in active markets; b) Quoted prices for identical or similar assets and liabilities in non‑active markets; c) Pricing models whose inputs are observable for substantially the full term of the assets and liabilities; and d) Pricing models whose inputs are derived principally from or corroborated by observable market data through correlation or other means for substantially the full term of the asset or liability. Level 3 - Valuations based on inputs that are unobservable and significant to the overall fair value measurement. Valuation of these assets is typically based on the Company’s own assumptions or expectations based on the best information available. The degree of judgment exercised by the Company in determining fair value is greatest for financial instruments for which fair value is disclosed in Level 3. The inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, the actual level is determined based on the level of inputs that is most significant to the fair value measurement in its entirety. To the extent that valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment. Because of the inherent uncertainty of valuation, those estimated values may be materially higher or lower than the values that would have been used had a ready market for the investments existed. Financial Instruments Measured at Fair Value The Company is required to measure its warrant liabilities at fair value for the Penny Warrants and Private Placement Warrants, which are both included in “warrant liabilities to affiliates” on the consolidated balance sheets. |
REVENUE RECOGNITION (Tables)
REVENUE RECOGNITION (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Revenue from Contract with Customer [Abstract] | |
Schedule of Disaggregation Revenue | The table below sets forth a summary of revenue by major service line: For the Year Ended December 31, (in thousands) 2023 2022 Services: IoT Connectivity (1) $ 200,066 $ 173,526 IoT Solutions 12,579 15,459 $ 212,645 $ 188,985 Products: Hardware (2)(3) $ 63,965 $ 79,462 Total $ 276,610 $ 268,447 (1) Includes connectivity-related revenue from IoT Connectivity and IoT Solutions. (2) Includes hardware-related revenue from IoT Connectivity and IoT Solutions. (3) Includes $6.4 million and $10.7 million of bill-and-hold arrangements for the years ended December 31, 2023 and 2022, respectively. The table below sets forth a summary of revenue by geographic area: For the Year Ended December 31, (in thousands) 2023 2022 United States $ 223,172 $ 211,599 Other countries 53,438 56,848 Total $ 276,610 $ 268,447 |
Schedule of Change in Contract Assets and Liabilities | The following table sets forth the change in contract assets, or unbilled receivables (1) : (in thousands) December 31, 2023 Beginning balance $ — Revenue recognized during the period but not billed (2) 2,173 Amounts reclassified to accounts receivable — Ending balance $ 2,173 (1) There were no contract assets as of or for the year ended December 31, 2022. (2) Net of financing component of $0.3 million. The table below sets forth the change in contract liabilities, or deferred revenue: December 31, (in thousands) 2023 2022 Beginning balance $ 7,817 $ 6,889 Amounts billed but not recognized as revenue 9,041 7,814 Revenue recognized from balances held at the beginning of the period (7,817) (6,889) Foreign exchange 3 3 Ending balance $ 9,044 $ 7,817 |
ACQUISITIONS (Tables)
ACQUISITIONS (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Business Combination and Asset Acquisition [Abstract] | |
Schedule of Allocation of Consideration Transferred for Acquired Companies | The following table sets forth a summary of the allocation of the consideration transferred, including the identified assets acquired and liabilities assumed as of the acquisition date: (in thousands) Fair Value Fair value of KORE common stock issued to sellers (10,000,000 shares) $ 14,700 Total consideration $ 14,700 Assets acquired: Intangible assets $ 11,500 Inventories 326 Property and equipment 36 Total Assets acquired $ 11,862 Liabilities assumed: Accrued liabilities $ 405 Total liabilities assumed $ 405 Net identifiable assets acquired 11,457 Goodwill (excess of consideration transferred over net identifiable assets acquired) $ 3,243 The following table sets forth a summary of the allocation of the consideration transferred for BMP, including the identified assets acquired and liabilities assumed as of the acquisition date: (in thousands) Fair Value Cash, (net of closing cash of $1,995) and working capital adjustments $ 46,002 Fair value of KORE Common Stock issued to sellers (4,212,246 shares) 23,295 Total consideration $ 69,297 Assets acquired: Intangible assets $ 28,664 Accounts receivable 3,303 Inventories 1,323 Prepaid expenses and other receivables 976 Property and equipment 201 Total assets acquired $ 34,467 Liabilities assumed: Deferred tax liabilities $ 7,391 Accounts payable and accrued liabilities 2,638 Total liabilities assumed $ 10,029 Net identifiable assets acquired 24,438 Goodwill (excess of consideration transferred over net identifiable assets acquired) $ 44,859 |
ACCOUNTS RECEIVABLE (Tables)
ACCOUNTS RECEIVABLE (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Receivables [Abstract] | |
Schedule of Accounts Receivable | The following table sets forth the details of the Company’s accounts receivable, net balances included on the consolidated balance sheets as of December 31, 2023 and 2022: December 31, (in thousands) 2023 2022 Accounts receivable $ 52,843 $ 45,097 Less: allowance for credit losses (430) (559) Accounts receivable, net $ 52,413 $ 44,538 |
PROPERTY AND EQUIPMENT (Tables)
PROPERTY AND EQUIPMENT (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property and Equipment | The following table sets forth the details of property and equipment included on the consolidated balance sheets as of December 31, 2023 and 2022: December 31, (in thousands) 2023 2022 Computer hardware $ 16,381 $ 17,684 Computer software 8,764 9,547 Networking equipment 7,775 7,715 Leasehold improvements 3,451 3,017 Furniture and fixtures 1,930 2,550 Property and equipment $ 38,301 $ 40,513 Less: accumulated depreciation and amortization (27,345) (28,614) Property and equipment, net $ 10,956 $ 11,899 |
LEASES (Tables)
LEASES (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Leases [Abstract] | |
Schedule of Finance Lease Supplemental Balance Sheet Disclosures | Supplemental disclosure related to operating and finance leases included on our consolidated balance sheets are set forth as follows: December 31, (in thousands) Classification on Consolidated Balance Sheets 2023 2022 Noncurrent assets: Operating lease right-of-use assets Operating lease right-of-use assets $ 9,367 $ 10,019 Finance lease right-of-use assets Property and equipment, net 127 250 Total $ 9,494 $ 10,269 Current liabilities: Operating lease liabilities Current portion of operating lease liabilities $ 1,446 $ 1,811 Finance lease liabilities Accrued liabilities 106 115 Noncurrent liabilities: Operating lease liabilities Noncurrent portion of operating lease liabilities 9,446 9,275 Finance lease liabilities Other noncurrent liabilities 21 135 Total $ 11,019 $ 11,336 |
Schedule of Lease Costs | The following table sets forth operating and finance lease cost for the years ended December 31, 2023 and 2022: For the Year Ended December 31, (in thousands) Classification on Statement of Operations 2023 2022 Operating lease cost Selling, general, and administrative expenses $ 4,120 $ 3,531 Finance lease cost: Amortization of leased assets Depreciation and amortization $ 241 $ 350 Interest on lease liabilities Interest expense 9 17 Total finance lease cost $ 250 $ 367 The weighted-average remaining lease term and the weighted-average discount rate of our leases were as follows: December 31, 2023 2022 Weighted average remaining lease term: Operating leases 7.1 years 7.7 years Finance leases 1.1 years 2.1 years Weighted average discount rate: Operating leases 8.0 % 7.6 % Finance leases 5.6 % 5.5 % |
Schedule of Future Minimum Payments Under Operating Leases | The following table sets forth the future minimum lease payments under operating and finance leases subsequent to December 31, 2023: (in thousands) Operating Leases Finance Leases 2024 $ 2,229 $ 109 2025 2,079 25 2026 1,809 — 2027 1,832 — 2028 1,672 — Thereafter 4,859 — Total minimum lease payments $ 14,480 $ 134 Interest (3,588) (7) Total $ 10,892 $ 127 |
Schedule of Future Minimum Payments Under Finance Leases | The following table sets forth the future minimum lease payments under operating and finance leases subsequent to December 31, 2023: (in thousands) Operating Leases Finance Leases 2024 $ 2,229 $ 109 2025 2,079 25 2026 1,809 — 2027 1,832 — 2028 1,672 — Thereafter 4,859 — Total minimum lease payments $ 14,480 $ 134 Interest (3,588) (7) Total $ 10,892 $ 127 |
Schedule of Components of Lease Income | The components of lease income for the year ended December 31, 2023 are set forth as follows (1) : (in thousands) December 31, 2023 Selling profit $ 2,640 Interest income (2) $ 40 (1) There were no lessor-type leases as of or for the year ended December 31, 2022. (2) Interest income is included in the Company’s consolidated statement of operations in “interest income”. |
Schedule of Future Minimum Rental Receipts | The following table sets forth the Company’s future minimum rental receipts for this lease as of December 31, 2023 (1) , the present value of which is included in “accounts receivable, net” in the Company’s consolidated balance sheets as of December 31, 2023: (in thousands) December 31, 2023 2024 $ 989 2025 988 2026 787 Total future minimum receipts $ 2,764 Less: unearned interest income (285) Net investment in sales-type lease $ 2,479 (1) There were no lessor-type leases as of or for the year ended December 31, 2022. |
GOODWILL AND OTHER INTANGIBLE_2
GOODWILL AND OTHER INTANGIBLE ASSETS (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Goodwill Balance | The following table sets forth the changes in the carrying amount of the Company’s goodwill on the consolidated balance sheets as of December 31, 2023, and 2022: (in thousands) Total Goodwill, gross $ 384,202 Accumulated currency translation (787) Balance as of January 1, 2022, net $ 383,415 Acquisitions during the year 44,859 Impairment losses (58,074) Currency translation (494) (13,709) Goodwill, gross $ 429,061 Accumulated impairment losses (58,074) Accumulated currency translation (1,281) Balance as of December 31, 2022, net $ 369,706 Acquisitions during the year 3,243 Impairment losses (78,257) Currency translation 282 (74,732) Goodwill, gross $ 432,304 Accumulated impairment losses (136,331) Accumulated currency translation (999) Balance as of December 31, 2023, net $ 294,974 |
Schedule of Other Intangible Assets | The following tables set forth the details of other intangible assets included on the consolidated balance sheets as of December 31, 2023 and 2022: (in thousands) Gross Carrying Value Accumulated Net Carrying Value Customer relationships $ 334,543 $ (227,456) $ 107,087 Internally developed computer software 82,950 (47,166) 35,784 Carrier contracts 70,210 (54,561) 15,649 Technology 50,366 (45,978) 4,388 Trademarks 17,449 (12,918) 4,531 Non-compete agreement 5,604 (5,456) 148 Balance as of December 31, 2023 $ 561,122 $ (393,535) $ 167,587 (in thousands) Gross Carrying Value Accumulated Net Carrying Value Customer relationships $ 327,317 $ (197,483) $ 129,834 Internally developed computer software 66,459 (36,579) 29,880 Carrier contracts 70,210 (47,483) 22,727 Technology 46,978 (42,348) 4,630 Trademarks 16,214 (11,060) 5,154 Non-compete agreement 5,604 (5,325) 279 Balance as of December 31, 2022 $ 532,782 $ (340,278) $ 192,504 |
Schedule of Estimated Amortization Expense | The following table sets forth the estimated amortization expense for amortizing intangible assets for the next five years and thereafter as of December 31, 2023: (in thousands) Estimated Amortization Expense 2024 $ 51,305 2025 47,269 2026 33,273 2027 13,053 2028 10,156 Thereafter 12,531 Total $ 167,587 |
LONG-TERM DEBT AND OTHER BORR_2
LONG-TERM DEBT AND OTHER BORROWINGS, NET (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Debt Disclosure [Abstract] | |
Schedule of Long-term Debt | The table below sets forth a summary of the Company’s outstanding long-term debt as of December 31, 2023 and 2022: December 31, (in thousands) 2023 2022 Term Loan - Whitehorse $ 185,000 N/A Term Loan – UBS N/A 302,654 Backstop Notes 120,000 120,000 Other borrowings 561 2,754 Total $ 305,561 $ 425,408 Less: current portion of long-term debt (2,411) (5,345) Less: debt issuance costs, net of accumulated amortization of $0.8 million and $8.5 million, respectively (2,911) (6,153) Less: original issue discount (4,130) N/A Total Long-term debt and other borrowings, net $ 296,109 $ 413,910 |
Schedule of Maturities of Long-term Debt | The table below sets forth the future principal repayments on all long-term debt as of December 31, 2023: (in thousands) Principal Repayment 2024 $ 1,850 2025 1,850 2026 1,850 2027 1,850 2028 297,600 Total $ 305,000 |
FAIR VALUE MEASUREMENTS (Tables
FAIR VALUE MEASUREMENTS (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Fair Value Disclosures [Abstract] | |
Schedule of Amortized Cost and Fair Value of Debt | The table below sets forth the amortized cost and fair value of the Company’s Senior Secured Term Loan, Senior Secured UBS Term Loan, and Mandatorily Redeemable Preferred Stock Due to Affiliate as of December 31, 2023 and 2002. The fair value of this debt is not indicative of the amounts at which the Company could settle this debt. (in thousands) December 31, Financial Instruments Disclosed at Fair Value Level 2 Measurement 2023 2022 Senior Secured Term Loan Amortized cost $ 180,042 N/A Fair value $ 174,812 N/A Senior Secured UBS Term Loan Amortized cost N/A $ 298,956 Fair value N/A $ 283,612 Mandatorily Redeemable Preferred Stock Due to Affiliate Amortized cost $ 141,594 N/A Fair value $ 141,398 N/A The table below sets forth the amortized cost and fair value of the Backstop Notes as of December 31, 2023 and 2022. The fair value of this debt is not indicative of the amounts at which the Company could settle this debt. (in thousands) December 31, Financial Instrument Disclosed at Fair Value Level 3 Measurement 2023 2022 Backstop Notes (Level 3) Amortized cost $ 117,916 $ 117,545 Fair value $ 91,204 $ 92,900 |
Schedule of Significant Level 3 Measurement Inputs | The following table sets forth information regarding the Company’s significant Level 3 inputs as of December 31, 2023, and December 31, 2022: ($ in thousands, except as otherwise noted) December 31, Significant Inputs for Level 3 Fair Value Disclosure Input 2023 2022 Backstop Notes Principal amount $120,000 $120,000 Term to maturity date 4.75 years 5.75 years Stock price $0.98 $1.26 Credit spreads 895 bps 759 bps Selected equity volatility 98.7 % 85.6 % |
DERIVATIVES (Tables)
DERIVATIVES (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Schedule of Derivative Instrument Presented on Balance Sheets, Statement of Operations and Comprehensive Loss | The following table sets forth the details of the derivative instrument presented on the consolidated balance sheets and notional amount as of December 31, 2023 (1) : Derivatives Not Designated as Hedging Instruments Number of Warrants (Notional Amount) Warrant Liability Exercise Price Per Share ($ in thousands, except for per share amounts) Penny warrants issued to Searchlight 12,024,711 $ 11,664 $ 0.01 (1) No such instruments existed as of December 31, 2022. The gains and losses arising from this derivative instrument in the consolidated statements of operations and comprehensive loss for the year ended December 31, 2023 (1) is set forth as follows: Derivatives Not Designated as Hedging Instruments Net Realized Gains (Losses) on Derivative Instruments Net Change in Unrealized Gain (Loss) on Derivative Instruments (2) (in thousands) Penny warrants issued to Searchlight $ — $ (6,469) (1) No such instruments existed during the year ended December 31, 2022; therefore, there were no gains or losses from such instruments during that year. (2) The consolidated statements of operations and comprehensive loss include the above unrealized loss on the Penny Warrants as well as the immaterial unrealized loss on the Private Placement Warrants in the “change in fair value of warrant liabilities to affiliates”. |
STOCK-BASED COMPENSATION (Table
STOCK-BASED COMPENSATION (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Schedule of RSU Activity | The following table sets forth a summary of the RSUs activity during the reporting periods: Number of Weighted- Unvested RSUs as of December 31, 2021 — $ — Granted 5,789 6.24 Vested (52) 6.88 Forfeited and canceled (222) 6.97 Unvested RSUs as of December 31, 2022 5,515 $ 6.06 Granted 7,513 1.55 Vested (1,285) 5.59 Forfeited and canceled (1,466) 3.12 Unvested RSUs as of December 31, 2023 10,277 $ 3.12 |
Schedule of Significant Inputs used in Valuation of RSU | Significant inputs used in the Company’s valuation of the market-based RSUs included the following: For the Year Ended December 31, 2023 2022 Expected volatility 85 % 57.1% - 75.2% Risk-free interest rate 4.7 % 1.4% - 2.1% Expected term 2.63 years 5-80 years |
Schedule of Share-Based Compensation Expense | The following is a summary of the Company’s share-based compensation expense related to RSUs during the reporting periods shown below: For the Year Ended December 31, (in thousands) 2023 2022 Total stock compensation expense $ 11,251 $ 10,296 Income tax benefit $ 755 $ 1,346 Unrecognized compensation cost $ 18,411 $ 24,272 Weighted-average remaining service period 1.52 years 2.55 years |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
Schedule of Loss from Operations Before Benefit for Income Taxes | The Company’s loss from operations before benefit for income taxes for the years ended December 31, 2023 and 2022 consisted of the following: For the Year Ended December 31, (in thousands) 2023 2022 United States $ (140,821) $ (92,021) Foreign (30,379) (24,596) Total loss before income taxes $ (171,200) $ (116,617) |
Schedule of Components of the Benefit from Income Taxes | The components of the benefit from income taxes consisted of the following: For the Year Ended December 31, (in thousands) 2023 2022 Current: Federal $ 5,788 $ 4,309 State 743 905 Foreign 723 558 Total current provision $ 7,254 $ 5,772 Deferred: Federal (8,580) (9,336) State (946) (4,455) Foreign (1,886) (2,398) Total deferred benefit (11,412) (16,189) Total income tax benefit $ (4,158) $ (10,417) |
Schedule of Reconciliation Between Income Taxes Computed at the U.S. Statutory Income Tax Rate | The reconciliation between income taxes computed at the U.S. statutory income tax rate to the Company’s benefit from income taxes for the years ended December 31, 2023 and 2022 is set forth in the table below as follows: For the Year Ended December 31, (in thousands) 2023 2022 Benefit for income taxes at 21% rate $ (35,952) 21.0 % $ (24,490) 21.0 % State taxes, net of federal benefit (2,123) 1.2 % (1,358) 1.2 % Change in valuation allowance 16,889 (9.9) % 10,628 (9.1) % Rate change (44) 0.0 % (1,687) 1.4 % Credits (544) 0.3 % (604) 0.5 % Permanent differences and other 1,440 (0.7) % (2,712) 2.2 % Revaluation of warrants 1,352 (0.8) % (53) 0.0 % Uncertain tax positions 1,580 (0.9) % 591 (0.5) % Foreign withholding tax 148 (0.1) % 134 (0.1) % Foreign rate differential (1,725) 1.0 % (2,120) 1.8 % Executive compensation expense 634 (0.4) % 872 (0.7) % Transaction related expense — 0.0 % 210 (0.2) % Global intangible low taxed income 314 (0.2) % 283 (0.2) % Foreign derived intangible income — 0.0 % (311) 0.3 % Goodwill impairment 13,873 (8.1) % 10,200 (8.7) % Benefit for income taxes $ (4,158) 2.4 % $ (10,417) 8.9 % |
Schedule of Deferred Income Taxes | Significant components of the Company’s deferred tax assets (liabilities) as of December 31, 2023 and 2022 are set forth as follows: December 31, (in thousands) 2023 2022 Deferred tax assets: Net operating loss carry-forward $ 17,221 $ 13,617 Credit carryforward 1,325 1,386 Interest expense limitation carryforward 21,978 15,844 Non-deductible reserves 1,571 339 Accruals and other temporary differences 2,622 2,835 Stock compensation 1,665 1,164 Capitalized R&D Costs 2,301 — Lease liability 2,745 2,780 Property and equipment 1,849 1,007 Gross deferred tax assets $ 53,277 $ 38,972 Less: valuation allowance (33,454) (16,177) Total deferred tax assets (after valuation allowance) $ 19,823 $ 22,795 Deferred tax liabilities: Property and equipment (1,442) (1,738) Intangible assets (22,193) (33,117) Goodwill (3,569) (5,914) Change in accounting method (719) (1,378) Right-of-use asset (2,357) (2,514) Research and development costs (3,338) (3,327) Total deferred tax liabilities $ (33,618) $ (47,988) Net deferred tax liabilities $ (13,795) $ (25,193) |
Schedule of Gross Unrecognized Tax Benefits | The following table sets forth a reconciliation of the total amounts of unrecognized tax benefits, excluding interest and penalties, included in accrued liabilities and other noncurrent liabilities in the Company’s consolidated balance sheets: (in thousands) December 31, 2023 December 31, 2022 Unrecognized tax benefits as of the beginning of the year $ 8,574 $ 8,132 Additions for tax positions of current year 192 442 Unrecognized tax benefits as of the end of the year $ 8,766 $ 8,574 |
NET LOSS PER SHARE (Tables)
NET LOSS PER SHARE (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Earnings Per Share [Abstract] | |
Schedule of Earnings per Shares, basic and diluted | The table below sets forth a reconciliation of the basic and diluted earnings per share (“EPS”) calculations for the years ended December 31, 2023 and 2022: For the Year Ended December 31, ($ in thousands, except share and per share amounts) 2023 2022 Numerator: Net loss $ (167,042) $ (106,200) Denominator: Weighted average shares outstanding - basic 83,808,227 75,710,904 Effect of dilutive equity awards (1) — — Weighted average shares outstanding - diluted 83,808,227 75,710,904 Net loss per share: Basic $ (1.99) $ (1.40) Diluted $ (1.99) $ (1.40) (1) Due to the Company’s net loss, all unvested equity awards and the private placement warrants are anti-dilutive. The dilutive convertible instruments of the Backstop Notes are out of the money. |
Schedule of Diluted Shares Outstanding | Set forth in the table below is the number of securities not included in the computation of diluted shares outstanding because the effect would be anti-dilutive: For the Year Ended December 31, 2023 2022 Grants of RSUs with service only (i.e., time-vesting) conditions 6,193,746 3,552,416 Common stock issuable under the Backstop Notes 9,600,031 9,600,031 Private placement warrants 272,779 272,779 |
SHARES OF COMMON STOCK (Tables)
SHARES OF COMMON STOCK (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Equity [Abstract] | |
Schedule of Changes in Shares of Common Stock | The following table sets forth the changes in shares of common stock during the years ended December 31, 2023 and 2022: December 31, 2023 2022 Common stock issued, beginning of year 76,292,241 72,027,743 Common stock issued pursuant to acquisition 10,000,000 4,212,246 Vesting of restricted stock units (1,284,939) 52,252 Stock awards cancelled for employee tax withholdings (190,882) — Common stock issued, end of year 84,816,420 76,292,241 Treasury stock, at cost, beginning of year — — Purchase of treasury stock (5,000,000) — Treasury stock, at cost, end of year (5,000,000) — Common stock outstanding, end of the year 79,816,420 76,292,241 |
MANDATORILY REDEEMABLE PREFER_2
MANDATORILY REDEEMABLE PREFERRED STOCK - DUE TO AFFILIATE, NET (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Other Liabilities Disclosure [Abstract] | |
Schedule of Preferred Stock | The following table sets forth the changes in shares of Series A-1 preferred stock during the year ended December 31, 2023: ($ in thousands) Shares Carrying amount Preferred stock, beginning of year — — Preferred stock issued November 15, 2023 150,000 $ 150,000 Preferred stock issued December 13, 2023 2,857 2,857 Preferred stock issuance costs (1) N/A (6,087) Allocation of proceeds to preferred stock (2) N/A (5,327) Preferred stock, end of year 152,857 $ 141,443 (1) Issuance costs were deemed to be allocated based on Day 1 relative fair values of the financial instruments issued, to which was allocated approximately 97% to the preferred stock, which costs presented above were capitalized and will be amortized through the date of mandatory redemption, and 3% to the Penny Warrants, which amount was immaterial and was expensed immediately upon issuance of the Penny Warrants. (2) The redemption amount of the Series A-1 preferred stock of approximately $152.9 million differs from the carrying amount, above, by approximately $5.3 million, which difference is attributable to an allocation of proceeds received to these shares upon issuance, as this liability is recorded based on its initial fair value as a Level 2 instrument in the fair value hierarchy, which involved an allocation of proceeds between the preferred stock as a freestanding financial instrument and the associated Penny Warrants issued concurrently to the same investor as a freestanding derivative. See Note 11 - Fair Value Measurements . |
CONSOLIDATED FINANCIAL STATEM_2
CONSOLIDATED FINANCIAL STATEMENT DETAILS (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Balance Sheet Related Disclosures [Abstract] | |
Schedule of Prepaid Expenses and Other Current Assets | The following table sets forth the details of prepaid expenses and other current assets included on the consolidated balance sheets as of December 31, 2023 and 2022: December 31, (in thousands) 2023 2022 Prepaid expenses $ 7,411 $ 8,362 Other current assets 2,635 523 Deposits 2,061 2,864 Income taxes receivable 1,499 502 Indirect sales taxes receivable 616 1,735 Total prepaid expenses and other current assets $ 14,222 $ 13,986 |
Schedule of Accrued Liabilities | The following table sets forth the details of accrued liabilities included on the consolidated balance sheets as of December 31, 2023 and 2022: December 31, (in thousands) 2023 2022 Accrued other expenses $ 8,350 $ 3,970 Accrued cost of revenue 4,728 4,091 Accrued payroll and related 4,623 4,804 Sales and other taxes payable 4,999 2,813 Income taxes payable 615 207 Finance lease obligation 106 115 Total accrued liabilities $ 23,421 $ 16,000 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Contractual Obligation, Fiscal Year Maturity | As of December 31, 2023, the purchase commitments were as follows: ($ in thousands) 2024 $ 30,745 2025 10,688 2026 5,423 2027 4,773 2028 5,000 Thereafter 2,273 Total $ 58,902 |
GEOGRAPHIC LOCATION OF LONG-L_2
GEOGRAPHIC LOCATION OF LONG-LIVED ASSETS (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Segment Reporting [Abstract] | |
Schedule of Geographic Location of Long-Lived Assets by Asset Category | The following table sets forth the geographic location of the Company’s long-lived assets, by major asset category, as of December 31, 2023 and 2022: December 31, ($ in thousands) 2023 2022 Goodwill: United States $ 173,916 59 % $ 248,928 67 % Switzerland 112,203 38 % 112,203 30 % All other countries 8,855 3 % 8,575 2 % Total goodwill $ 294,974 100 % $ 369,706 100 % Intangible assets, net: United States $ 118,833 71 % $ 136,572 71 % Switzerland 25,277 15 % 36,417 19 % All other countries (1) 23,477 14 % 19,515 10 % Total intangible assets, net $ 167,587 100 % $ 192,504 100 % Property and equipment, net: United States $ 7,070 65 % $ 7,060 59 % Netherlands 2,387 22 % 2,559 22 % All other countries (1) 1,499 14 % 2,280 19 % Total property and equipment, net $ 10,956 100 % $ 11,899 100 % Operating lease right-of-use assets: United States $ 7,612 81 % $ 8,729 87 % All other countries (1) 1,755 19 % 1,290 13 % Total operating lease right-of-use assets $ 9,367 100 % $ 10,019 100 % (1) No single country in “all other countries” exceeded 10% of the total balance where “all other countries” comprised more than a 10% concentration of the geographic location of long-lived assets as of December 31, 2023 and 2022. |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 USD ($) segment | Dec. 31, 2022 USD ($) | |
Accounting Policies [Line Items] | ||
Accrued liabilities | $ 23,421 | $ 16,000 |
Number of operating segments | segment | 1 | |
Number of reportable segments | segment | 1 | |
Compensation expense recognition period | 3 years | |
Unrealized foreign currency gains or losses | $ 100 | $ 1,800 |
Indirect Taxes | ||
Accounting Policies [Line Items] | ||
Additional indirect tax contingent liability | 400 | |
Minimum | Indirect Taxes | ||
Accounting Policies [Line Items] | ||
Total indirect tax contingent liability | 1,800 | |
Maximum | Indirect Taxes | ||
Accounting Policies [Line Items] | ||
Total indirect tax contingent liability | $ 14,900 | |
IoT Connectivity | Minimum | ||
Accounting Policies [Line Items] | ||
Recognition period after initial billing | 1 month | |
IoT Connectivity | Maximum | ||
Accounting Policies [Line Items] | ||
Recognition period after initial billing | 2 months | |
Professional Services | Minimum | ||
Accounting Policies [Line Items] | ||
Contract term | 1 month | |
Professional Services | Maximum | ||
Accounting Policies [Line Items] | ||
Contract term | 2 months | |
Revision of Prior Period, Error Correction, Adjustment | ||
Accounting Policies [Line Items] | ||
Accrued liabilities | $ 1,400 | |
Selling, general, and administrative expenses | $ 1,400 |
REVENUE RECOGNITION - Summary o
REVENUE RECOGNITION - Summary of Disaggregation Revenue (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Disaggregation of Revenue [Line Items] | ||
Total | $ 276,610 | $ 268,447 |
Services | ||
Disaggregation of Revenue [Line Items] | ||
Total | 212,645 | 188,985 |
IoT Connectivity | ||
Disaggregation of Revenue [Line Items] | ||
Total | 200,066 | 173,526 |
IoT Solutions | ||
Disaggregation of Revenue [Line Items] | ||
Total | 12,579 | 15,459 |
Hardware | ||
Disaggregation of Revenue [Line Items] | ||
Total | 63,965 | 79,462 |
Bill-and-hold arrangements | ||
Disaggregation of Revenue [Line Items] | ||
Total | $ 6,400 | $ 10,700 |
REVENUE RECOGNITION - Revenue b
REVENUE RECOGNITION - Revenue by Geography (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Disaggregation of Revenue [Line Items] | ||
Total | $ 276,610 | $ 268,447 |
United States | ||
Disaggregation of Revenue [Line Items] | ||
Total | 223,172 | 211,599 |
Other countries | ||
Disaggregation of Revenue [Line Items] | ||
Total | $ 53,438 | $ 56,848 |
REVENUE RECOGNITION - Schedule
REVENUE RECOGNITION - Schedule of Contract Assets (Details) | 12 Months Ended |
Dec. 31, 2023 USD ($) | |
Contract With Customer, Asset [Roll Forward] | |
Beginning balance | $ 0 |
Revenue recognized during the period but not billed | 2,173,000 |
Amounts reclassified to accounts receivable | 0 |
Ending balance | 2,173,000 |
Revenue recognized during the period but not billed, financing component | $ 300,000 |
REVENUE RECOGNITION - Schedul_2
REVENUE RECOGNITION - Schedule of Contract Liabilities (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Contract With Customer, Liability [Roll Forward] | ||
Beginning balance | $ 7,817 | $ 6,889 |
Amounts billed but not recognized as revenue | 9,041 | 7,814 |
Revenue recognized from balances held at the beginning of the period | (7,817) | (6,889) |
Foreign exchange | 3 | 3 |
Ending balance | $ 9,044 | $ 7,817 |
REVENUE RECOGNITION - Additiona
REVENUE RECOGNITION - Additional Information (Details) | 12 Months Ended | |
Dec. 31, 2022 USD ($) customer | Dec. 31, 2023 USD ($) | |
Disaggregation of Revenue [Line Items] | ||
Contract assets | $ 0 | $ 2,173,000 |
Remaining performance obligation variable consideration | 1,400,000 | |
Number of major customers | customer | 1 | |
Customer Concentration Risk | Major Customer | Revenue Benchmark | ||
Disaggregation of Revenue [Line Items] | ||
Concentration risk percentage | 11% | |
Customer Concentration Risk | Major Customer | Accounts Receivable | ||
Disaggregation of Revenue [Line Items] | ||
Concentration risk percentage | 16% | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-01-01 | ||
Disaggregation of Revenue [Line Items] | ||
Remaining performance obligation | $ 13,100,000 | |
Remaining performance obligation duration | 1 year | |
Remaining performance obligation percentage | 67% | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2025-01-01 | ||
Disaggregation of Revenue [Line Items] | ||
Remaining performance obligation duration |
ACQUISITION - Additional Inform
ACQUISITION - Additional Information (Details) $ in Millions | 12 Months Ended | |||
Jun. 01, 2023 USD ($) employee | Feb. 16, 2022 USD ($) | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | |
Twilio Inc.'s Business | ||||
Business Acquisition [Line Items] | ||||
Number of employees acquired in acquisition | employee | 50 | |||
Twilio Inc.'s Business | Selling, General and Administrative Expenses | ||||
Business Acquisition [Line Items] | ||||
Business combination transaction costs incurred | $ 1.8 | |||
Acquired Companies | ||||
Business Acquisition [Line Items] | ||||
Percentage of acquired ownership | 100% | |||
Transaction costs | $ 1.7 | |||
Goodwill deductible for tax purposes | 7 | |||
Cash purchase price held in escrow | $ 3.5 | |||
Revenue of acquiree since acquisition date | $ 45.7 | |||
Net income of acquiree since acquisition date | 11.1 | |||
Pro forma net revenue | 274.2 | |||
Pro forma net loss | 104.5 | |||
Acquired Companies | Maximum | ||||
Business Acquisition [Line Items] | ||||
Escrow holding period | 18 months | |||
Acquired Companies | Selling, General and Administrative Expenses | ||||
Business Acquisition [Line Items] | ||||
Business combination transaction costs incurred | $ 1.4 | $ 0.3 |
ACQUISITION - Schedule of Alloc
ACQUISITION - Schedule of Allocation Of The Consideration Paid For The Acquired Companies (Details) - USD ($) $ in Thousands | 12 Months Ended | ||||
Jun. 01, 2023 | Feb. 16, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Business Acquisition [Line Items] | |||||
Cash, (net of closing cash) and working capital adjustments | $ 0 | $ 46,002 | |||
Liabilities assumed: | |||||
Goodwill (excess of consideration transferred over net identifiable assets acquired) | $ 294,974 | $ 369,706 | $ 383,415 | ||
Twilio Inc.'s Business | |||||
Business Acquisition [Line Items] | |||||
Fair value of KORE common stock issued to sellers | $ 14,700 | ||||
KORE common stock issued to sellers (in shares) | 10,000,000 | ||||
Total consideration | $ 14,700 | ||||
Assets acquired: | |||||
Intangible assets | 11,500 | ||||
Inventories | 326 | ||||
Property and equipment | 36 | ||||
Total assets acquired | 11,862 | ||||
Liabilities assumed: | |||||
Accrued liabilities | 405 | ||||
Total liabilities assumed | 405 | ||||
Net identifiable assets acquired | 11,457 | ||||
Goodwill (excess of consideration transferred over net identifiable assets acquired) | $ 3,243 | ||||
Acquired Companies | |||||
Business Acquisition [Line Items] | |||||
Cash, (net of closing cash) and working capital adjustments | $ 46,002 | ||||
Closing cash | 1,995 | ||||
Fair value of KORE common stock issued to sellers | $ 23,295 | ||||
KORE common stock issued to sellers (in shares) | 4,212,246 | ||||
Total consideration | $ 69,297 | ||||
Assets acquired: | |||||
Intangible assets | 28,664 | ||||
Accounts receivable | 3,303 | ||||
Inventories | 1,323 | ||||
Prepaid expenses and other receivables | 976 | ||||
Property and equipment | 201 | ||||
Total assets acquired | 34,467 | ||||
Liabilities assumed: | |||||
Deferred tax liabilities | 7,391 | ||||
Accounts payable and accrued liabilities | 2,638 | ||||
Total liabilities assumed | 10,029 | ||||
Net identifiable assets acquired | 24,438 | ||||
Goodwill (excess of consideration transferred over net identifiable assets acquired) | $ 44,859 |
ACCOUNTS RECEIVABLE - Schedule
ACCOUNTS RECEIVABLE - Schedule of Accounts Receivable (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 | Jan. 01, 2022 |
Receivables [Abstract] | |||
Accounts receivable | $ 52,843 | $ 45,097 | |
Less: allowance for credit losses | (430) | (559) | |
Accounts receivable, net | $ 52,413 | $ 44,538 | $ 51,600 |
ACCOUNTS RECEIVABLE - Additiona
ACCOUNTS RECEIVABLE - Additional Information (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Jan. 01, 2022 | |
Receivables [Abstract] | |||
Accounts receivable balance | $ 52,413 | $ 44,538 | $ 51,600 |
Bad debt expense incurred | $ 200 | $ 400 |
PROPERTY AND EQUIPMENT - Schedu
PROPERTY AND EQUIPMENT - Schedule of Property and Equipment (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Property, Plant and Equipment [Line Items] | ||
Property and equipment | $ 38,301 | $ 40,513 |
Less: accumulated depreciation and amortization | (27,345) | (28,614) |
Property and equipment, net | 10,956 | 11,899 |
Computer hardware | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment | 16,381 | 17,684 |
Computer software | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment | 8,764 | 9,547 |
Networking equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment | 7,775 | 7,715 |
Leasehold improvements | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment | 3,451 | 3,017 |
Furniture and fixtures | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment | $ 1,930 | $ 2,550 |
PROPERTY AND EQUIPMENT - Additi
PROPERTY AND EQUIPMENT - Additional Information (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation expense | $ 5.6 | $ 3.7 |
LEASES - Additional Information
LEASES - Additional Information (Details) | Dec. 31, 2023 | Aug. 01, 2023 |
Lessee, Lease, Description [Line Items] | ||
Sales-type lease term | 36 months | |
Minimum | ||
Lessee, Lease, Description [Line Items] | ||
Operating lease, remaining lease term | 1 year | |
Finance lease, remaining lease term | 1 year | |
Maximum | ||
Lessee, Lease, Description [Line Items] | ||
Operating lease, remaining lease term | 8 years | |
Finance lease, remaining lease term | 8 years |
LEASES - Schedule of Supplement
LEASES - Schedule of Supplemental Disclosure for the Balance Sheet Related to Finance Leases (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Noncurrent assets: | ||
Operating lease right-of-use assets | $ 9,367 | $ 10,019 |
Finance lease right-of-use assets | 127 | 250 |
Total | 9,494 | 10,269 |
Current liabilities: | ||
Operating lease liabilities | 1,446 | 1,811 |
Finance lease liabilities | $ 106 | $ 115 |
Finance Lease, Liability, Current, Statement of Financial Position [Extensible Enumeration] | Accrued liabilities | Accrued liabilities |
Noncurrent liabilities: | ||
Operating lease liabilities | $ 9,446 | $ 9,275 |
Finance lease liabilities | $ 21 | $ 135 |
Finance Lease, Liability, Noncurrent, Statement of Financial Position [Extensible Enumeration] | Other liabilities | Other liabilities |
Total | $ 11,019 | $ 11,336 |
LEASES - Schedule of Lease, Cos
LEASES - Schedule of Lease, Cost (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Leases [Abstract] | ||
Operating lease cost | $ 4,120 | $ 3,531 |
Finance lease cost: | ||
Amortization of leased assets | 241 | 350 |
Interest on lease liabilities | 9 | 17 |
Total finance lease cost | $ 250 | $ 367 |
LEASES - Schedule of Other Info
LEASES - Schedule of Other Information about Operating and Finance Lease (Details) | Dec. 31, 2023 | Dec. 31, 2022 |
Weighted average remaining lease term: | ||
Operating leases | 7 years 1 month 6 days | 7 years 8 months 12 days |
Finance leases | 1 year 1 month 6 days | 2 years 1 month 6 days |
Weighted average discount rate: | ||
Operating leases | 8% | 7.60% |
Finance leases | 5.60% | 5.50% |
LEASES - Schedule of Operating
LEASES - Schedule of Operating and Finance Liability Maturity (Details) $ in Thousands | Dec. 31, 2023 USD ($) |
Operating Leases | |
2024 | $ 2,229 |
2025 | 2,079 |
2026 | 1,809 |
2027 | 1,832 |
2028 | 1,672 |
Thereafter | 4,859 |
Total minimum lease payments | 14,480 |
Interest | (3,588) |
Total | 10,892 |
Finance Leases | |
2024 | 109 |
2025 | 25 |
2026 | 0 |
2027 | 0 |
2028 | 0 |
Thereafter | 0 |
Total minimum lease payments | 134 |
Interest | (7) |
Total | $ 127 |
LEASES - Schedule of Components
LEASES - Schedule of Components of Lease Income (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2023 USD ($) | |
Leases [Abstract] | |
Selling profit | $ 2,640 |
Interest income | $ 40 |
LEASES - Schedule of Future Min
LEASES - Schedule of Future Minimum Rental Receipts (Details) $ in Thousands | Dec. 31, 2023 USD ($) |
Leases [Abstract] | |
2024 | $ 989 |
2025 | 988 |
2026 | 787 |
Total future minimum receipts | 2,764 |
Less: unearned interest income | (285) |
Net investment in sales-type lease | $ 2,479 |
GOODWILL AND OTHER INTANGIBLE_3
GOODWILL AND OTHER INTANGIBLE ASSETS - Schedule of Goodwill Balance Consist (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Goodwill [Roll Forward] | ||
Goodwill gross, balance at beginning of period | $ 429,061 | $ 384,202 |
Accumulated impairment losses, balance at beginning of period | (58,074) | |
Accumulated currency translation, balance at beginning of period | (1,281) | (787) |
Goodwill, balance at beginning of period | 369,706 | 383,415 |
Acquisitions during the year | 3,243 | 44,859 |
Impairment losses | (78,257) | (58,074) |
Currency translation | 282 | (494) |
Goodwill increase (decrease) | (74,732) | (13,709) |
Goodwill gross, balance at end of period | 432,304 | 429,061 |
Accumulated impairment losses, balance at end of period | (136,331) | (58,074) |
Accumulated currency translation, balance at end of period | (999) | (1,281) |
Goodwill, balance at end of period | $ 294,974 | $ 369,706 |
GOODWILL AND OTHER INTANGIBLE_4
GOODWILL AND OTHER INTANGIBLE ASSETS - Additional Information (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Finite-Lived Intangible Assets [Line Items] | ||
Goodwill impairment | $ 78,257,000 | $ 58,074,000 |
Impairment for long-lived assets | 0 | 0 |
Amortization expense | $ 52,800,000 | $ 50,800,000 |
Customer relationships | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted average remaining useful lives | 4 years 8 months 12 days | |
Internally developed computer software | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted average remaining useful lives | 5 years 4 months 24 days | |
Carrier contracts | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted average remaining useful lives | 2 years 9 months 18 days | |
Technology | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted average remaining useful lives | 4 years 6 months | |
Trademarks | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted average remaining useful lives | 4 years 2 months 12 days | |
Non-compete agreement | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted average remaining useful lives | 1 year 1 month 6 days |
GOODWILL AND OTHER INTANGIBLE_5
GOODWILL AND OTHER INTANGIBLE ASSETS - Schedule of Other Intangible Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Value | $ 561,122 | $ 532,782 |
Accumulated Amortization | (393,535) | (340,278) |
Net Carrying Value | 167,587 | 192,504 |
Customer relationships | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Value | 334,543 | 327,317 |
Accumulated Amortization | (227,456) | (197,483) |
Net Carrying Value | 107,087 | 129,834 |
Internally developed computer software | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Value | 82,950 | 66,459 |
Accumulated Amortization | (47,166) | (36,579) |
Net Carrying Value | 35,784 | 29,880 |
Carrier contracts | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Value | 70,210 | 70,210 |
Accumulated Amortization | (54,561) | (47,483) |
Net Carrying Value | 15,649 | 22,727 |
Technology | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Value | 50,366 | 46,978 |
Accumulated Amortization | (45,978) | (42,348) |
Net Carrying Value | 4,388 | 4,630 |
Trademarks | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Value | 17,449 | 16,214 |
Accumulated Amortization | (12,918) | (11,060) |
Net Carrying Value | 4,531 | 5,154 |
Non-compete agreement | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Value | 5,604 | 5,604 |
Accumulated Amortization | (5,456) | (5,325) |
Net Carrying Value | $ 148 | $ 279 |
GOODWILL AND OTHER INTANGIBLE_6
GOODWILL AND OTHER INTANGIBLE ASSETS - Schedule of the Estimated Amortization Expense (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
2024 | $ 51,305 | |
2025 | 47,269 | |
2026 | 33,273 | |
2027 | 13,053 | |
2028 | 10,156 | |
Thereafter | 12,531 | |
Net Carrying Value | $ 167,587 | $ 192,504 |
LONG-TERM DEBT AND OTHER BORR_3
LONG-TERM DEBT AND OTHER BORROWINGS, NET - Schedule of Debt (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Debt Instrument [Line Items] | ||
Total | $ 305,561 | $ 425,408 |
Less: current portion of long-term debt | (2,411) | (5,345) |
Less: debt issuance costs, net of accumulated amortization of $0.8 million and $8.5 million, respectively | (2,911) | (6,153) |
Less: original issue discount | (4,130) | |
Total Long-term debt and other borrowings, net | 296,109 | 413,910 |
Accumulated amortization of debt issuance costs | 800 | 8,500 |
Line of Credit | Secured Debt | Term Loan - Whitehorse | ||
Debt Instrument [Line Items] | ||
Total | 185,000 | |
Line of Credit | Secured Debt | Term Loan – UBS | ||
Debt Instrument [Line Items] | ||
Total | 302,654 | |
Senior Notes | Backstop Notes | ||
Debt Instrument [Line Items] | ||
Total | 120,000 | 120,000 |
Notes Payable, Other Payables | Other borrowings | ||
Debt Instrument [Line Items] | ||
Total | $ 561 | $ 2,754 |
LONG-TERM DEBT AND OTHER BORR_4
LONG-TERM DEBT AND OTHER BORROWINGS, NET - Additional Information (Details) $ / shares in Units, shares in Millions | Nov. 15, 2023 USD ($) | Aug. 03, 2022 USD ($) payment | Dec. 31, 2023 USD ($) | Oct. 28, 2021 USD ($) $ / shares shares | Sep. 30, 2021 USD ($) | Dec. 21, 2018 USD ($) |
Other borrowings | ||||||
Short-term Debt [Line Items] | ||||||
Insurance policy term | 2 years | |||||
Line of Credit | Term Loan - Whitehorse | Secured Overnight Financing Rate (SOFR) | ||||||
Short-term Debt [Line Items] | ||||||
Basis spread on interest rate | 6.50% | |||||
Basis spread on interest rate, after covenants are met | 6.25% | |||||
Maximum leverage ratio | 2.25 | |||||
Minimum leverage ratio | 1.75 | |||||
Line of Credit | Term Loan - Whitehorse | Base Rate | ||||||
Short-term Debt [Line Items] | ||||||
Basis spread on interest rate | 5.50% | |||||
Basis spread on interest rate, after covenants are met | 6% | |||||
Maximum leverage ratio | 1.75 | |||||
Line of Credit | Term Loan - Whitehorse | Secured Overnight Financing Rate (SOFR), Floor | ||||||
Short-term Debt [Line Items] | ||||||
Basis spread on interest rate | 1% | |||||
Line of Credit | Secured Debt | Term Loan - Whitehorse | ||||||
Short-term Debt [Line Items] | ||||||
Face amount of debt | $ 185,000,000 | |||||
Quarterly principal payments | 500,000 | |||||
Line of Credit | Secured Debt | Term Loan – UBS | ||||||
Short-term Debt [Line Items] | ||||||
Face amount of debt | $ 315,000,000 | |||||
Line of Credit | Revolving Credit Facility | ||||||
Short-term Debt [Line Items] | ||||||
Line of credit facility outstanding amount | $ 0 | |||||
Line of Credit | Revolving Credit Facility | Term Loan - Whitehorse | ||||||
Short-term Debt [Line Items] | ||||||
Face amount of debt | $ 25,000,000 | |||||
Line of Credit | Revolving Credit Facility | Term Loan – UBS | ||||||
Short-term Debt [Line Items] | ||||||
Face amount of debt | $ 30,000,000 | |||||
Senior Notes | Backstop Notes | ||||||
Short-term Debt [Line Items] | ||||||
Face amount of debt | $ 95,100,000 | |||||
Interest rate | 5.50% | |||||
Exchangeable rate per share (in dollars per share) | $ / shares | $ 12.50 | |||||
Exchangeable rate shares (in shares) | shares | 9.6 | |||||
Senior Notes | Additional Backstop Notes | ||||||
Short-term Debt [Line Items] | ||||||
Face amount of debt | $ 24,900,000 | |||||
Notes Payable, Other Payables | Other borrowings | ||||||
Short-term Debt [Line Items] | ||||||
Interest rate | 4.60% | |||||
Original amount borrowed | $ 3,600,000 | |||||
Term of debt | 20 months | |||||
Number of fixed monthly principal and interest payments | payment | 20 | |||||
Fixed monthly principal and interest payments | $ 200,000 | |||||
Principal payments | $ 2,200,000 |
LONG-TERM DEBT AND OTHER BORR_5
LONG-TERM DEBT AND OTHER BORROWINGS, NET - Schedule of Future Principal Repayments on long-term Debt (Details) $ in Thousands | Dec. 31, 2023 USD ($) |
Debt Disclosure [Abstract] | |
2024 | $ 1,850 |
2025 | 1,850 |
2026 | 1,850 |
2027 | 1,850 |
2028 | 297,600 |
Total | $ 305,000 |
WARRANTS ON COMMON STOCK (Detai
WARRANTS ON COMMON STOCK (Details) - $ / shares | Dec. 31, 2023 | Dec. 13, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Penny Warrants | ||||
Class of Warrant or Right [Line Items] | ||||
Warrants outstanding (in shares) | 12,024,711 | |||
Penny Warrants | Private Placement | Par value of common stock | ||||
Class of Warrant or Right [Line Items] | ||||
Number of shares each warrant holder is entitled to purchase (in shares) | 1 | |||
Exercise price per warrant (in dollars per share) | $ 0.01 | |||
Public Warrants | ||||
Class of Warrant or Right [Line Items] | ||||
Warrants outstanding (in shares) | 8,638,966 | 8,638,966 | ||
Warrants expiration period | 5 years | |||
Public Warrants | IPO | Par value of common stock | ||||
Class of Warrant or Right [Line Items] | ||||
Number of shares each warrant holder is entitled to purchase (in shares) | 1 | |||
Exercise price per warrant (in dollars per share) | $ 11.50 | |||
Private placement warrants | ||||
Class of Warrant or Right [Line Items] | ||||
Warrants outstanding (in shares) | 272,779 | 272,779 | ||
Warrants expiration period | 5 years | |||
Private placement warrants | IPO | Par value of common stock | ||||
Class of Warrant or Right [Line Items] | ||||
Number of shares each warrant holder is entitled to purchase (in shares) | 1 | |||
Exercise price per warrant (in dollars per share) | $ 11.50 |
FAIR VALUE MEASUREMENTS - Addit
FAIR VALUE MEASUREMENTS - Additional Information (Details) - USD ($) | Dec. 31, 2023 | Dec. 13, 2023 | Dec. 31, 2022 |
Public Warrants | |||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |||
Share price (in dollars per share) | $ 0.12 | ||
Warrant | |||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |||
Share price (in dollars per share) | $ 0.01 | ||
Penny Warrants | |||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |||
Aggregate value of warrants | $ 11,700,000 | ||
Warrants outstanding (in shares) | 12,024,711 | ||
Private placement warrants | |||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |||
Aggregate value of warrants | $ 0 | ||
Warrants outstanding (in shares) | 272,779 | 272,779 |
FAIR VALUE MEASUREMENTS - Sched
FAIR VALUE MEASUREMENTS - Schedule of Amortized Cost and Fair Value of Debt (Details) - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Amortized cost | $ 305,000,000 | |
Senior Secured Term Loan | Fair Value, Inputs, Level 2 | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Amortized cost | 180,042,000 | |
Fair value | 174,812,000 | |
Term Loan – UBS | Fair Value, Inputs, Level 2 | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Amortized cost | $ 298,956,000 | |
Fair value | 283,612,000 | |
Mandatorily Redeemable Preferred Stock Due to Affiliate | Fair Value, Inputs, Level 2 | Affiliate | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Amortized cost | 141,594,000 | |
Fair value | 141,398,000 | |
Backstop Notes | Fair Value, Inputs, Level 3 | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Amortized cost | 117,916,000 | 117,545,000 |
Fair value | $ 91,204,000 | $ 92,900,000 |
FAIR VALUE MEASUREMENTS - Sch_2
FAIR VALUE MEASUREMENTS - Schedule of Significant Level 3 and Level 2 Measurement Inputs (Details) - Backstop Notes - Fair Value, Inputs, Level 3 $ in Thousands | Dec. 31, 2023 $ / shares Year USD ($) | Dec. 31, 2022 $ / shares Year USD ($) |
Principal amount | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Financial instrument measurement inputs | $ | 120,000 | 120,000 |
Term to maturity date | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Financial instrument measurement inputs | Year | 4.75 | 5.75 |
Stock price | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Financial instrument measurement inputs | $ / shares | 0.98 | 1.26 |
Credit spreads | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Financial instrument measurement inputs | 0.0895 | 0.0759 |
Selected equity volatility | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Financial instrument measurement inputs | 0.987 | 0.856 |
DERIVATIVES - Schedule of Deriv
DERIVATIVES - Schedule of Derivative Instrument Presented on Consolidated Balance Sheets and Notional Amount (Details) - Derivatives Not Designated as Hedging Instruments - Penny Warrants $ / shares in Units, $ in Thousands | Dec. 31, 2023 USD ($) $ / shares shares |
Derivative Instruments, Gain (Loss) [Line Items] | |
Number of Warrants (in shares) | shares | 12,024,711 |
Warrant Liability | $ | $ 11,664 |
Exercise Price Per Share (in dollars per share) | $ / shares | $ 0.01 |
DERIVATIVES - Schedule of Der_2
DERIVATIVES - Schedule of Derivative Instrument in the Consolidated Statements of Operations and Comprehensive Loss (Details) - Derivatives Not Designated as Hedging Instruments - Penny Warrants $ in Thousands | 12 Months Ended |
Dec. 31, 2023 USD ($) | |
Derivative Instruments, Gain (Loss) [Line Items] | |
Net Realized Gains (Losses) on Derivative Instruments | $ 0 |
Net Change in Unrealized Gain (Loss) on Derivative Instruments | $ (6,469) |
STOCK-BASED COMPENSATION - Addi
STOCK-BASED COMPENSATION - Additional Information (Details) $ / shares in Units, $ in Thousands | 12 Months Ended | |||||
Nov. 15, 2023 $ / shares shares | Jun. 15, 2023 tranche shares | Jun. 09, 2023 USD ($) shares | Dec. 31, 2023 USD ($) installment $ / shares shares | Dec. 31, 2022 USD ($) $ / shares shares | Sep. 29, 2021 shares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Weighted-average remaining service period | 3 years | |||||
Number of tranches | tranche | 2 | |||||
Value of shares withheld to satisfy tax withholding | $ | $ 405 | $ 0 | ||||
Performance-Based Restricted Stock Units (RSUs) | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
RSUs granted (in shares) | 200,000 | 2,900,000 | 1,700,000 | |||
Vesting period | 3 years | |||||
Weighted-average grant date fair value (in dollars per share) | $ / shares | $ 0.61 | |||||
Stock compensation expense recognized | $ | $ 4,300 | |||||
Unrecognized compensation cost | $ | $ 5,200 | |||||
Weighted-average remaining service period | 10 months | |||||
Unvested units (in shares) | 1,600,000 | |||||
Performance-Based Restricted Stock Units (RSUs) | Minimum | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Vesting percentage range | 0% | |||||
Performance-Based Restricted Stock Units (RSUs) | Maximum | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Vesting percentage range | 150% | |||||
Performance-Based Restricted Stock Units (RSUs) | Share-Based Payment Arrangement, Tranche One | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
RSUs granted (in shares) | 200,000 | |||||
Performance-Based Restricted Stock Units (RSUs) | Share-Based Payment Arrangement, Tranche Two | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
RSUs granted (in shares) | 200,000 | |||||
Performance-Based Restricted Stock Units (RSUs), Issuable Meeting Revenue Goals | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
RSUs granted (in shares) | 100,000 | |||||
Performance-Based Restricted Stock Units (RSUs), Issuable Meeting EBITDA Goals | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
RSUs granted (in shares) | 100,000 | |||||
Time-Based Restricted Stock Units (RSUs) | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
RSUs granted (in shares) | 4,400,000 | 4,000,000 | ||||
Vesting period | 3 years | |||||
Weighted-average grant date fair value (in dollars per share) | $ / shares | $ 0.94 | |||||
Stock compensation expense recognized | $ | $ 500 | $ 6,600 | ||||
Unrecognized compensation cost | $ | $ 13,300 | |||||
Weighted-average remaining service period | 10 months | |||||
Number of installments | installment | 3 | |||||
Market-Based Restricted Stock Units (RSUs) | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
RSUs granted (in shares) | 200,000 | 200,000 | 200,000 | |||
Weighted-average remaining service period | 1 year 9 months 18 days | |||||
Closing stock price trigger for vesting (in dollars per share) | $ / shares | $ 5 | |||||
Trading days trigger for vesting | 20 days | 20 days | ||||
Consecutive trading days trigger for vesting | 30 days | 30 days | ||||
Fair value of units granted (in dollars per share) | $ / shares | $ 0.08 | |||||
Market-Based Restricted Stock Units (RSUs) | Share-Based Payment Arrangement, Tranche One | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Closing stock price trigger for vesting (in dollars per share) | $ / shares | $ 13 | |||||
Market-Based Restricted Stock Units (RSUs) | Share-Based Payment Arrangement, Tranche Two | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Closing stock price trigger for vesting (in dollars per share) | $ / shares | 15 | |||||
Market-Based Restricted Stock Units (RSUs) | Share-Based Payment Arrangement, Tranche Three | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Closing stock price trigger for vesting (in dollars per share) | $ / shares | $ 18 | |||||
Incentive Plan | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Number of shares authorized | 7,181,042 |
STOCK-BASED COMPENSATION - Summ
STOCK-BASED COMPENSATION - Summary Of Share-based Payment Arrangement, Restricted Stock Unit, Activity (Details) - Restricted Stock Units (RSUs) - $ / shares shares in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Number of awards outstanding (in thousands) | ||
Unvested at beginning of period (in shares) | 5,515 | 0 |
Granted (in shares) | 7,513 | 5,789 |
Vested (in shares) | (1,285) | (52) |
Forfeited and canceled (in shares) | (1,466) | (222) |
Unvested at end of period (in shares) | 10,277 | 5,515 |
Weighted- average grant date fair value (per share) | ||
Unvested at beginning of period (in dollars per share) | $ 6.06 | $ 0 |
Granted (in dollars per share) | 1.55 | 6.24 |
Vested (in dollars per share) | 5.59 | 6.88 |
Forfeited and canceled (in dollars per share) | 3.12 | 6.97 |
Unvested at ending of period (in dollars per share) | $ 3.12 | $ 6.06 |
STOCK-BASED COMPENSATION - Su_2
STOCK-BASED COMPENSATION - Summary of Significant Inputs Used in Valuation of RSU (Details) - Restricted Stock Units (RSUs) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Expected volatility | 85% | |
Expected volatility, minimum | 57.10% | |
Expected volatility, maximum | 75.20% | |
Risk-free interest rate | 4.70% | |
Risk-free interest rates, minimum | 1.40% | |
Risk-free interest rate, maximum | 2.10% | |
Expected term | 2 years 7 months 17 days | |
Minimum | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Expected term | 5 years | |
Maximum | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Expected term | 80 years |
STOCK-BASED COMPENSATION - Su_3
STOCK-BASED COMPENSATION - Summary of Share-based Compensation Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Weighted-average remaining service period | 3 years | |
Restricted Stock Units (RSUs) | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Total stock compensation expense | $ 11,251 | $ 10,296 |
Income tax benefit | 755 | 1,346 |
Unrecognized compensation cost | $ 18,411 | $ 24,272 |
Weighted-average remaining service period | 1 year 6 months 7 days | 2 years 6 months 18 days |
INCOME TAXES - Schedule of Inco
INCOME TAXES - Schedule of Income (Loss) Before Provision (Benefit) (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | ||
United States | $ (140,821) | $ (92,021) |
Foreign | (30,379) | (24,596) |
Loss before income taxes | $ (171,200) | $ (116,617) |
INCOME TAXES - Schedule of Comp
INCOME TAXES - Schedule of Components of the Provision for Income Taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Current: | ||
Federal | $ 5,788 | $ 4,309 |
State | 743 | 905 |
Foreign | 723 | 558 |
Total current provision | 7,254 | 5,772 |
Deferred: | ||
Federal | (8,580) | (9,336) |
State | (946) | (4,455) |
Foreign | (1,886) | (2,398) |
Total deferred benefit | (11,412) | (16,189) |
Total income tax benefit | $ (4,158) | $ (10,417) |
INCOME TAXES - Schedule of Reco
INCOME TAXES - Schedule of Reconciliation Between Income Taxes Computed at the U.S. Statutory Income Tax Rate (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Effective Income Tax Rate Reconciliation, Amount [Abstract] | ||
Benefit for income taxes at 21% rate | $ (35,952) | $ (24,490) |
State taxes, net of federal benefit | (2,123) | (1,358) |
Change in valuation allowance | 16,889 | 10,628 |
Rate change | (44) | (1,687) |
Credits | (544) | (604) |
Permanent differences and other | 1,440 | (2,712) |
Revaluation of warrants | 1,352 | (53) |
Uncertain tax positions | 1,580 | 591 |
Foreign withholding tax | 148 | 134 |
Foreign rate differential | (1,725) | (2,120) |
Executive compensation expense | 634 | 872 |
Transaction related expense | 0 | 210 |
Global intangible low taxed income | 314 | 283 |
Foreign derived intangible income | 0 | (311) |
Goodwill impairment | 13,873 | 10,200 |
Total income tax benefit | $ (4,158) | $ (10,417) |
Effective Income Tax Rate Reconciliation, Percent [Abstract] | ||
Benefit for income taxes at 21% rate | 21% | 21% |
State taxes, net of federal benefit | 1.20% | 1.20% |
Change in valuation allowance | (9.90%) | (9.10%) |
Rate change | 0% | 1.40% |
Credits | 0.30% | 0.50% |
Permanent differences and other | (0.70%) | 2.20% |
Revaluation of warrants | (0.80%) | 0% |
Uncertain tax positions | (0.90%) | (0.50%) |
Foreign withholding tax | (0.10%) | (0.10%) |
Foreign rate differential | 1% | 1.80% |
Executive compensation expense | (0.40%) | (0.70%) |
Transaction related expense | 0% | (0.20%) |
Global intangible low taxed income | (0.20%) | (0.20%) |
Foreign derived intangible income | 0% | 0.30% |
Goodwill impairment | (8.10%) | (8.70%) |
Benefit for income taxes | 2.40% | 8.90% |
INCOME TAXES - Schedule of Defe
INCOME TAXES - Schedule of Deferred Income Taxes (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Deferred tax assets: | ||
Net operating loss carry-forward | $ 17,221 | $ 13,617 |
Credit carryforward | 1,325 | 1,386 |
Interest expense limitation carryforward | 21,978 | 15,844 |
Non-deductible reserves | 1,571 | 339 |
Accruals and other temporary differences | 2,622 | 2,835 |
Stock compensation | 1,665 | 1,164 |
Capitalized R&D Costs | 2,301 | 0 |
Lease liability | 2,745 | 2,780 |
Property and equipment | 1,849 | 1,007 |
Gross deferred tax assets | 53,277 | 38,972 |
Less: valuation allowance | (33,454) | (16,177) |
Total deferred tax assets (after valuation allowance) | 19,823 | 22,795 |
Deferred tax liabilities: | ||
Property and equipment | (1,442) | (1,738) |
Intangible assets | (22,193) | (33,117) |
Goodwill | (3,569) | (5,914) |
Change in accounting method | (719) | (1,378) |
Right-of-use asset | (2,357) | (2,514) |
Research and development costs | (3,338) | (3,327) |
Total deferred tax liabilities | (33,618) | (47,988) |
Net deferred tax liabilities | $ (13,795) | $ (25,193) |
INCOME TAXES - Additional Infor
INCOME TAXES - Additional Information (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Operating Loss Carryforwards [Line Items] | ||
Increase in valuation allowance | $ 17,300 | |
Income tax charge related to GILTI | 314 | $ 283 |
Undistributed earnings of foreign subsidiaries | 6,800 | |
Unrecognized tax benefits, income tax penalties | 1,100 | |
Income tax penalties and interest accrued | 1,800 | $ 1,000 |
Indefinite Period | ||
Operating Loss Carryforwards [Line Items] | ||
Disallowance of interest expenses carryforward, amount | 96,300 | |
State and Local Jurisdiction | ||
Operating Loss Carryforwards [Line Items] | ||
Operating loss carryforwards | 48,700 | |
State and Local Jurisdiction | Indefinite Period | ||
Operating Loss Carryforwards [Line Items] | ||
Operating loss carryforwards | 5,700 | |
Foreign Tax Authority | ||
Operating Loss Carryforwards [Line Items] | ||
Operating loss carryforwards | 57,000 | |
Foreign Tax Authority | Research and development tax credit carryforward | ||
Operating Loss Carryforwards [Line Items] | ||
Tax credit carryforward, amount | 1,600 | |
Federal Tax Authority | Research and development tax credit carryforward | ||
Operating Loss Carryforwards [Line Items] | ||
Tax credit carryforward, amount | $ 0 |
INCOME TAXES - Schedule of Gros
INCOME TAXES - Schedule of Gross Unrecognized Tax Benefits (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward] | ||
Unrecognized tax benefits as of the beginning of the year | $ 8,574 | $ 8,132 |
Additions for tax positions of current year | 192 | 442 |
Unrecognized tax benefits as of the end of the year | $ 8,766 | $ 8,574 |
NET LOSS PER SHARE - Schedule o
NET LOSS PER SHARE - Schedule of Earnings Per Shares, Basic and Diluted (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Numerator: | ||
Net income (loss) attributable to common stockholders, basic | $ (167,042) | $ (106,200) |
Denominator: | ||
Weighted average shares outstanding - basic (in shares) | 83,808,227 | 75,710,904 |
Effect of dilutive equity awards (in shares) | 0 | 0 |
Weighted average shares outstanding - diluted (in shares) | 83,808,227 | 75,710,904 |
Net loss per share: | ||
Basic (in dollars per share) | $ (1.99) | $ (1.40) |
Diluted (in dollars per share) | $ (1.99) | $ (1.40) |
NET LOSS PER SHARE - Schedule_2
NET LOSS PER SHARE - Schedule of Diluted Shares Outstanding (Details) - shares | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Grants of RSUs with service only (i.e., time-vesting) conditions | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share (in shares) | 6,193,746 | 3,552,416 |
Common stock issuable under the Backstop Notes | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share (in shares) | 9,600,031 | 9,600,031 |
Private placement warrants | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share (in shares) | 272,779 | 272,779 |
NET LOSS PER SHARE - Additional
NET LOSS PER SHARE - Additional Information (Detail) | Dec. 13, 2023 $ / shares |
Penny Warrants | Par value of common stock | Private Placement | |
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | |
Exercise price per warrant (in dollars per share) | $ 0.01 |
SHARES OF COMMON STOCK (Details
SHARES OF COMMON STOCK (Details) - shares | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||
Beginning balance of common stock issued (in shares) | 76,292,241 | |
Ending balance of common stock issued (in shares) | 87,382,647 | 76,292,241 |
Beginning balance treasury stock, at cost (in shares) | (5,000,000) | |
Ending balance treasury stock, at cost (in shares) | (5,000,000) | (5,000,000) |
Common stock outstanding (in shares) | 82,382,647 | 76,292,241 |
Par value of common stock | ||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||
Beginning balance of common stock issued (in shares) | 76,292,241 | 72,027,743 |
Common stock issued pursuant to acquisition (in shares) | 10,000,000 | 4,212,246 |
Vesting of restricted stock units (in shares) | (1,284,939) | 52,252 |
Share-based awards settled in cash for taxes (in shares) | (190,882) | 0 |
Ending balance of common stock issued (in shares) | 84,816,420 | 76,292,241 |
Common stock outstanding (in shares) | 79,816,420 | 76,292,241 |
Treasury stock, at cost | ||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||
Beginning balance treasury stock, at cost (in shares) | 0 | 0 |
Purchase of treasury shares (in shares) | (5,000,000) | 0 |
Ending balance treasury stock, at cost (in shares) | (5,000,000) | 0 |
MANDATORILY REDEEMABLE PREFER_3
MANDATORILY REDEEMABLE PREFERRED STOCK - DUE TO AFFILIATE, NET - Additional Information (Details) - Series A-1 Preferred Stock - $ / shares | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Class of Stock [Line Items] | ||
Preferred stock shares authorized (in shares) | 35,000,000 | |
Preferred stock shares issued (in shares) | 152,857 | 0 |
Preferred stock liquidation preference (in dollars per share) | $ 1,000 | |
Preferred stock redeemable at percentage of liquidation preference per share plus accrued and unpaid dividends, before the first anniversary of the closing date | 104% | |
Preferred stock redeemable at percentage of liquidation preference per share plus accrued and unpaid dividends, after the first anniversary of the closing date | 102% | |
Preferred stock redeemable at percentage of liquidation preference per share plus accrued and unpaid dividends, after the second anniversary of the closing date | 101% | |
Preferred stock redeemable at percentage of liquidation preference per share plus accrued and unpaid dividends, after the third anniversary of the closing date | 100% | |
Preferred stock, dividend rate | 13% |
MANDATORILY REDEEMABLE PREFER_4
MANDATORILY REDEEMABLE PREFERRED STOCK - DUE TO AFFILIATE, NET - Schedule of Changes in Shares of Series A-1 Preferred Stock (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2023 USD ($) shares | |
Carrying amount | |
Issuance costs deemed to be allocated percentage | 97% |
Issuance costs of penny warrants percentage | 3% |
Series A-1 Preferred Stock | |
Shares | |
Beginning balance (in shares) | shares | 0 |
Ending balance (in shares) | shares | 152,857 |
Carrying amount | |
Beginning balance | $ 0 |
Preferred stock issuance costs | (6,087) |
Allocation of proceeds to preferred stock | 5,327 |
Ending balance | 141,443 |
Redemption amount | $ 152,900 |
Series A-1 Preferred Stock | Preferred stock issued November 15, 2023 | |
Shares | |
Preferred stock issued (in shares) | shares | 150,000 |
Carrying amount | |
Preferred stock issued | $ 150,000 |
Series A-1 Preferred Stock | Preferred stock issued December 13, 2023 | |
Shares | |
Preferred stock issued (in shares) | shares | 2,857 |
Carrying amount | |
Preferred stock issued | $ 2,857 |
CONSOLIDATED FINANCIAL STATEM_3
CONSOLIDATED FINANCIAL STATEMENT DETAILS - Schedule of Prepaid Expenses and Other Current Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Balance Sheet Related Disclosures [Abstract] | ||
Prepaid expenses | $ 7,411 | $ 8,362 |
Other current assets | 2,635 | 523 |
Deposits | 2,061 | 2,864 |
Income taxes receivable | 1,499 | 502 |
Indirect sales taxes receivable | 616 | 1,735 |
Total prepaid expenses and other current assets | $ 14,222 | $ 13,986 |
CONSOLIDATED FINANCIAL STATEM_4
CONSOLIDATED FINANCIAL STATEMENT DETAILS - Schedule of Accrued Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Balance Sheet Related Disclosures [Abstract] | ||
Accrued other expenses | $ 8,350 | $ 3,970 |
Accrued cost of revenue | 4,728 | 4,091 |
Accrued payroll and related | 4,623 | 4,804 |
Sales and other taxes payable | 4,999 | 2,813 |
Income taxes payable | 615 | 207 |
Finance lease liabilities | 106 | 115 |
Total accrued liabilities | $ 23,421 | $ 16,000 |
COMMITMENTS AND CONTINGENCIES -
COMMITMENTS AND CONTINGENCIES - Additional Information (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Loss Contingencies [Line Items] | ||
Aggregate company contribution under plan | $ 0.6 | $ 0.5 |
Indirect Taxes | Minimum | ||
Loss Contingencies [Line Items] | ||
Estimated possible range of loss | 1.8 | |
Indirect Taxes | Maximum | ||
Loss Contingencies [Line Items] | ||
Estimated possible range of loss | $ 14.9 |
COMMITMENTS AND CONTINGENCIES_2
COMMITMENTS AND CONTINGENCIES - Summary of the Purchase Commitments (Details) $ in Thousands | Dec. 31, 2023 USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
2024 | $ 30,745 |
2025 | 10,688 |
2026 | 5,423 |
2027 | 4,773 |
2028 | 5,000 |
Thereafter | 2,273 |
Total | $ 58,902 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details) $ in Millions | 12 Months Ended | |
Dec. 31, 2023 USD ($) | Dec. 31, 2022 USD ($) member | |
Affiliates of the Company | Searchlight | ||
Related Party Transaction [Line Items] | ||
Beneficially owned ownership percentage | 13% | |
Affiliates of the Company | Cerberus Telecom Acquisition Corp. (“CTAC”) | Minimum | ||
Related Party Transaction [Line Items] | ||
Beneficially owned ownership percentage | 5% | |
Affiliates of the Company | Cerberus Telecom Acquisition Corp. (“CTAC”) | Maximum | ||
Related Party Transaction [Line Items] | ||
Beneficially owned ownership percentage | 10% | |
Related Party | Lease And Professional Services Agreement | ||
Related Party Transaction [Line Items] | ||
Aggregated related party transactions | $ 0.3 | $ 0.3 |
Related Party | Purchase And Deliver Telecommunication Equipment | ||
Related Party Transaction [Line Items] | ||
Aggregated related party transactions | $ 0.1 | $ 2.3 |
Percentage of gross amount of each cost incurred | 0.07 | |
Related Party | Informal Services Agreement | ||
Related Party Transaction [Line Items] | ||
Number of key members of management associated with related party transaction | member | 2 |
GEOGRAPHIC LOCATION OF LONG-L_3
GEOGRAPHIC LOCATION OF LONG-LIVED ASSETS (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Segment Reporting Information [Line Items] | |||
Goodwill | $ 294,974 | $ 369,706 | $ 383,415 |
Intangible assets, net | 167,587 | 192,504 | |
Property and equipment, net | 10,956 | 11,899 | |
Operating lease right-of-use assets | $ 9,367 | $ 10,019 | |
Geographic Concentration Risk | Goodwill: | |||
Segment Reporting Information [Line Items] | |||
Concentration risk percentage | 100% | 100% | |
Geographic Concentration Risk | Intangible assets, net: | |||
Segment Reporting Information [Line Items] | |||
Concentration risk percentage | 100% | 100% | |
Geographic Concentration Risk | Property and equipment, net: | |||
Segment Reporting Information [Line Items] | |||
Concentration risk percentage | 100% | 100% | |
Geographic Concentration Risk | Operating lease right-of-use assets: | |||
Segment Reporting Information [Line Items] | |||
Concentration risk percentage | 100% | 100% | |
United States | |||
Segment Reporting Information [Line Items] | |||
Goodwill | $ 173,916 | $ 248,928 | |
Intangible assets, net | 118,833 | 136,572 | |
Property and equipment, net | 7,070 | 7,060 | |
Operating lease right-of-use assets | $ 7,612 | $ 8,729 | |
United States | Geographic Concentration Risk | Goodwill: | |||
Segment Reporting Information [Line Items] | |||
Concentration risk percentage | 59% | 67% | |
United States | Geographic Concentration Risk | Intangible assets, net: | |||
Segment Reporting Information [Line Items] | |||
Concentration risk percentage | 71% | 71% | |
United States | Geographic Concentration Risk | Property and equipment, net: | |||
Segment Reporting Information [Line Items] | |||
Concentration risk percentage | 65% | 59% | |
United States | Geographic Concentration Risk | Operating lease right-of-use assets: | |||
Segment Reporting Information [Line Items] | |||
Concentration risk percentage | 81% | 87% | |
Switzerland | |||
Segment Reporting Information [Line Items] | |||
Goodwill | $ 112,203 | $ 112,203 | |
Intangible assets, net | $ 25,277 | $ 36,417 | |
Switzerland | Geographic Concentration Risk | Goodwill: | |||
Segment Reporting Information [Line Items] | |||
Concentration risk percentage | 38% | 30% | |
Switzerland | Geographic Concentration Risk | Intangible assets, net: | |||
Segment Reporting Information [Line Items] | |||
Concentration risk percentage | 15% | 19% | |
Netherlands | |||
Segment Reporting Information [Line Items] | |||
Property and equipment, net | $ 2,387 | $ 2,559 | |
Netherlands | Geographic Concentration Risk | Property and equipment, net: | |||
Segment Reporting Information [Line Items] | |||
Concentration risk percentage | 22% | 22% | |
All other countries | |||
Segment Reporting Information [Line Items] | |||
Goodwill | $ 8,855 | $ 8,575 | |
Intangible assets, net | 23,477 | 19,515 | |
Property and equipment, net | 1,499 | 2,280 | |
Operating lease right-of-use assets | $ 1,755 | $ 1,290 | |
All other countries | Geographic Concentration Risk | Goodwill: | |||
Segment Reporting Information [Line Items] | |||
Concentration risk percentage | 3% | 2% | |
All other countries | Geographic Concentration Risk | Intangible assets, net: | |||
Segment Reporting Information [Line Items] | |||
Concentration risk percentage | 14% | 10% | |
All other countries | Geographic Concentration Risk | Property and equipment, net: | |||
Segment Reporting Information [Line Items] | |||
Concentration risk percentage | 14% | 19% | |
All other countries | Geographic Concentration Risk | Operating lease right-of-use assets: | |||
Segment Reporting Information [Line Items] | |||
Concentration risk percentage | 19% | 13% |