KALEYRA, INC.
The accompanying notes are an integral part of these condensed consolidated financial statements.
KALEYRA, INC.
Notes to Condensed Consolidated Financial Statements
(Unaudited)
1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS
Kaleyra, Inc., formerly GigCapital, Inc., (hereinafter “Kaleyra” or the “Company”), was incorporated in Delaware on October 9, 2017. The Company was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses.
On February 22, 2019, the Company entered into a stock purchase agreement (the “Stock Purchase Agreement”) by and among the Company, Kaleyra S.p.A., Shareholder Representative Services LLC (the “Seller Representative”), as representative for the holders of the ordinary shares of Kaleyra S.p.A. immediately prior to the closing of the business combination with Kaleyra (the “Business Combination”), and all of the stockholders of all of the Kaleyra S.p.A. stock (collectively, such Kaleyra S.p.A. stockholders, the “Sellers”), for the purpose of the Company acquiring all of the shares of Kaleyra S.p.A.
As a result of the Business Combination, which closed on November 25, 2019, the Company (headquartered in Milan, Italy) became a multi-channel integrated communication services provider on a global scale. Kaleyra operates in the Communications Platform as a Service (“CPaaS”) market with operations primarily in the United States, Italy, India, UK and Dubai. In connection with the closing, the Company changed its name from GigCapital, Inc. to Kaleyra, Inc.
Kaleyra’s underlying technology used in the platform is the same across all its communication services which can generally be described as “omni-channel mobile-first interactive notifications via a public or private cloud implementation”.
Kaleyra provides mobile communication services to financial institutions, e-commerce players, OTTs, software companies, logistic enablers, healthcare providers, retailers, and other large organizations worldwide. Through its proprietary cloud communications platforms (collectively, the “Platforms”), Kaleyra manages multi-channel integrated communication services on a global scale, consisting of inbound/outbound messaging solutions, programmable voice and Interactive Voice Response (IVR) configurations, hosted telephone numbers, conversational marketing solutions, RCS, and other types of IP communications services such as e-mail, push notifications, video/audio/chat, and WhatsApp®.
On July 29, 2020, Kaleyra registered a German branch of Kaleyra S.p.A. with the German Chamber Tax Authority of Commerce. Kaleyra established its branch in Germany to expand Kaleyra’s footprint in Central Europe and the Nordic countries and allow it to leverage Kaleyra’s trusted business solutions for customers in additional jurisdictions.
Kaleyra’s subsidiary, Campaign Registry Inc., a systems initiative to reduce spam by collecting robotically driven campaign information and processing and sharing that information with mobile operators and the messaging ecosystem, began its soft launch during the second quarter of fiscal year 2020, ending up with its first revenue contracts in the second half of fiscal year 2020. On March 26, 2021, a wholly owned subsidiary of Campaign Registry Inc. was incorporated under the laws of Canada, with the registered office in Vancouver, British Columbia. This new subsidiary was established with the goal to further expand the registry legacy business in North America.
On February 18, 2021, Kaleyra entered into an agreement and plan of merger (the “Merger Agreement”) with Vivial, Inc. (“Vivial”) for the acquisition of the business known as mGage (“mGage”), a leading global mobile messaging provider in the United States (the transaction contemplated by the Merger Agreement, the “Merger”).
On June 1, 2021, Kaleyra completed its acquisition of mGage for a total purchase price of $218.0 million. The Merger consideration consisted of both cash consideration and common stock consideration. On August 30, 2021, the Company prepared and delivered to the Stockholder Representative a written statement (the “Post-Closing Statement”) setting forth the calculation of closing cash and closing net working capital which ultimately resulted in the final Merger consideration to be equal to $217.0 million, pursuant to the terms of the Merger Agreement. The cash consideration amounted to $199.2 million of which $198.6 million was paid on June 1, 2021 and the remaining amount was settled during the period ended September 30, 2021, including a working capital adjustment of $997,000. The common stock consideration was paid with the issuance to Vivial’s former equity holders of a total of 1,600,000 shares of Kaleyra common stock at the $11.77 per share closing price of Kaleyra common stock on the date of issuance, equal to $18.8 million in value. In support of the consummation of the Merger, on February 18, 2021, Kaleyra entered into subscription agreements (the “PIPE Subscription Agreements”) with certain institutional investors (the “PIPE Investors”), pursuant to which, among other things, Kaleyra agreed to issue and sell, in private placements to close immediately prior to the closing of the Merger, an aggregate of 8,400,000 shares of Kaleyra common stock to the PIPE Investors at $12.50 per share. Kaleyra also entered into convertible note subscription agreements (the “Convertible Note Subscription Agreements”) with certain institutional investors (the “Convertible Note Investors”), pursuant to which Kaleyra agreed to issue and sell, in private placements to close immediately prior to the closing of the Merger, $200 million aggregate principal amount of unsecured convertible notes (the “Merger Convertible Notes”).
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On July 1, 2021, Kaleyra completed a company reorganization of the acquired business of mGage through the initial dissolution of the Delaware single member LLCs of Vivial Holdings, LLC, Vivial Networks, LLC, and the following merger of mGage, LLC into the surviving holding company, Vivial Inc., which subsequently changed its name into Kaleyra US Inc., as a result of the reorganization. As a result of the Merger, Kaleyra US Inc. became the holding company and one hundred percent (100%) owner of Kaleyra UK Limited - previously known as mGage Europe Ltd. (UK) and mGage SA de SV (Mexico).
On July 8, 2021, Kaleyra completed the acquisition of Bandyer Srl (“Bandyer”) for cash consideration of $15.4 million. Bandyer offers cloud-based audio/video communications services via Web Real-time Communication (“WebRTC”) technology to financial institutions, retail companies, utilities, industries, insurance companies, human resources, and digital healthcare organizations. Bandyer provides customers with programmable audio/video APIs and Software Development Kits (“SDKs”) based on WebRTC technology for a variety of uses, including Augmented Reality (“AR”) applications for smart glasses.
Effective August 31, 2021, the common stock of the Company ceased trading on the NYSE American and commenced trading on the NYSE under the ticker symbol “KLR”. Kaleyra’s warrants continue to trade on the NYSE American under the symbol “KLR WS”.
On October 11, 2021, Kaleyra Africa Ltd, a wholly owned subsidiary of Kaleyra Inc., was incorporated under the laws of South Africa with the registered office in Waterfall City, Gauteng. This newly established subsidiary is part of Kaleyra's broader strategic plan of expanding into emerging markets whereby South Africa will serve as Kaleyra's hub to enter the entire African market.
On November 15, 2021, pursuant to the provisions of the Merger Agreement, Kaleyra Dominicana, S.R.L., the ninety-nine percent (99%) direct owner of Kaleyra US Inc. and one percent (1%) direct owner of Kaleyra Inc., was incorporated under the laws of the Dominican Republic with the registered office in Santo Domingo. This newly established subsidiary is aimed to provide the Kaleyra group with back-office technology support and engage in product development and innovation.
On January 13, 2022, Kaleyra completed a company reorganization of the acquired business of Bandyer by means of the merger of the Italian legal entity of Bandyer into the holding company, Kaleyra S.p.A.. As a result of the merger, Bandyer ceased to exist as a separate legal entity and all its assets and liabilities have been incorporated under Kaleyra S.p.A. effective January 13, 2022.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
The accompanying condensed consolidated financial statements of the Company are unaudited, and have been prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, this interim quarterly financial report does not include all disclosures required by US GAAP. In the opinion of the Company’s management, the unaudited condensed consolidated financial statements reflect all adjustments, consisting only of normal recurring adjustments, considered necessary to present fairly the financial position, results of operations and cash flows of the Company and its consolidated subsidiaries for all periods presented. The results of operations for the three and nine months ended September 30, 2022 are not necessarily indicative of the results to be expected in the future or for the full fiscal year. It is recommended that these condensed consolidated financial statements be read in conjunction with the Company’s consolidated financial statements and the notes thereto included in its 2021 Annual Report on Form 10-K filed with the Securities and Exchange Commission (the “SEC”) on March 8, 2022.
These condensed consolidated financial statements have been prepared in conformity with US GAAP applicable for an “emerging growth company” as defined in the Jumpstart Our Business Startups Act (“JOBS Act”). The JOBS Act provides, in part, that an emerging growth company can take advantage of an extended transition period for complying with new or revised accounting standards. In particular, an emerging growth company can delay the adoption of certain accounting standards until those standards would apply to private companies. For the purpose of these condensed consolidated financial statements, the Company availed itself of an extended transition period for complying with new or revised accounting standards and, as a result, did not adopt new or revised accounting standards on the relevant dates on which adoption of such standards is required for public companies.
Liquidity
The Company evaluated its ability to continue as a going concern. The Company has positive cash flows from operating activities for both the three and nine months ended September 30, 2022, mainly as the consequence of net working capital improvements. The condensed consolidated balance sheet as of September 30, 2022 includes total current assets of $179.2 million and total current liabilities of $112.0 million, resulting in net current assets of $67.3 million and a short-term net financial position of $73.5 million.
Considering the typical financial cycle of the Company, the Company’s management believes that the Company’s cash and availability of borrowings will be sufficient to support its planned operations for at least the next 12 months from the date these condensed consolidated financial statements were issued.
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Business seasonality
Historically, the Company has experienced clear seasonality in its revenue generation, with slower traction in the first calendar quarter, and increasing revenues as the year progresses. The Company typically experiences higher revenues in messaging and notification services during the fourth calendar quarter. This patterned revenue generation behavior takes place due to the Company’s customers sending more messages to their end-user customers who are engaged in consumer transactions at the end of the calendar year, resulting in an increase in notifications related to electronic payments, credit card transactions and e-commerce orders.
Principles of Consolidation
The condensed consolidated financial statements include the Company and its wholly owned subsidiaries, including Kaleyra S.p.A., Solutions Infini, Kaleyra US Inc., Kaleyra UK Limited, Buc Mobile and Campaign Registry, which represent its major operations. All significant intercompany balances and transactions have been eliminated in consolidation.
Use of Estimates
The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. These estimates are used for, but not limited to, revenue recognition; allowance for doubtful accounts; valuation of the Company’s stock-based awards; recoverability of goodwill, long-lived and intangible assets; capitalization and useful life of the Company’s capitalized internal-use software development costs; fair value of acquired intangible assets and goodwill; accruals, including tax related provision and valuation allowance on deferred taxes. Estimates are based on historical experience and on various assumptions that the Company believes are reasonable under current circumstances. However, future events are subject to change and best estimates and judgments may require further adjustments; therefore, actual results could differ materially from those estimates. Management periodically evaluates such estimates and they are adjusted prospectively based upon such periodic evaluation. Actual results and outcomes may differ from management’s estimates and assumptions due to risks and uncertainties, including uncertainty in the current economic environment due to the disruptive effects of global inflation, the continuing impact of the novel strain of the coronavirus (“COVID-19”) and the armed conflict between Russia and Ukraine.
Concentration of Credit Risk
Financial instruments that potentially expose the Company to a concentration of credit risk consist primarily of cash and cash equivalents, restricted cash, short-term investments and trade receivables. The Company maintains its cash and cash equivalents, restricted cash and short-term investments with financial institutions that management believes are financially sound.
The Company sells its services to a wide variety of customers. If the financial condition or results of operations of any significant customers deteriorate substantially, the Company’s operating results could be adversely affected. To reduce credit risk, management performs ongoing credit evaluations of the financial condition of significant customers. The Company maintains reserves for estimated credit losses on customer accounts when considered necessary. Actual credit losses may differ from the Company’s estimates. In both the three and nine months ended September 30, 2022, there was no customer that individually accounted for more than 10% of the Company’s consolidated total revenue. In the three and nine months ended September 30, 2021, Kaleyra had one and zero individual customer that accounted for more than 10% of Kaleyra’s revenues, respectively. As of September 30, 2022 and December 31, 2021, zero and one individual customer, respectively, accounted for more than 10% of the Company’s consolidated total trade receivables. Trade receivables accounted for by that one customer amounted to $9.6 million as of December 31, 2021.
Warrant Liability
The Company accounts for warrants for shares of the Company’s common stock that are not indexed to its own stock as liabilities at fair value on the condensed consolidated balance sheets. The warrants are subject to remeasurement at each balance sheet date and any change in fair value is recognized in “Financial expense, net” on the condensed consolidated statements of operations. The liability is included in the condensed consolidated balance sheet line item “Other long-term liabilities”. The Company will continue to adjust the liability for changes in fair value until the earlier of the exercise or expiration of the common stock warrants. At that time, the portion of the warrant liability related to the common stock warrants will be reclassified as additional paid-in capital.
Recent Accounting Pronouncements
In May 2021, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2021-04 “Earnings Per Share (Topic 260), Debt—Modifications and Extinguishments (Subtopic 470-50), Compensation— Stock Compensation (Topic 718), and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815- 40) Issuer’s Accounting for Certain Modifications or Exchanges of Freestanding Equity-Classified Written Call Options” which clarifies and reduces diversity in an issuer’s accounting for modifications or exchanges of freestanding equity-classified written call options (for example, warrants) that remain equity classified after modification or exchange. An entity should measure the effect of a modification or an exchange of a
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freestanding equity-classified written call option that remains equity classified after modification or exchange as follows: i) for a modification or an exchange that is a part of or directly related to a modification or an exchange of an existing debt instrument or line-of-credit or revolving-debt arrangements (hereinafter, referred to as a “debt” or “debt instrument”), as the difference between the fair value of the modified or exchanged written call option and the fair value of that written call option immediately before it is modified or exchanged; ii) for all other modifications or exchanges, as the excess, if any, of the fair value of the modified or exchanged written call option over the fair value of that written call option immediately before it is modified or exchanged. The amendments in this update are effective for all entities for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. An entity should apply the amendments prospectively to modifications or exchanges occurring on or after the effective date of the amendments. The Company adopted the amendments, and the adoption did not have a material impact on its condensed consolidated financial statements.
In August 2020, the FASB issued ASU 2020-06 “Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40) Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity” which is aimed to address issues identified as a result of the complexity associated with applying generally accepted accounting principles for certain financial instruments with characteristics of liabilities and equity. In addressing the complexity, the FASB focused on amending the guidance on convertible instruments and the guidance on the derivatives scope exception for contracts in an entity’s own equity. For convertible instruments, the Board decided to reduce the number of accounting models for convertible debt instruments and convertible preferred stock. Limiting the accounting models results in fewer embedded conversion features being separately recognized from the host contract as compared with current GAAP. Convertible instruments that continue to be subject to separation models are (1) those with embedded conversion features that are not clearly and closely related to the host contract, that meet the definition of a derivative, and that do not qualify for a scope exception from derivative accounting and (2) convertible debt instruments issued with substantial premiums for which the premiums are recorded as paid-in capital. The Company adopted the amendments in this update as of the beginning of its annual fiscal year 2021, which resulted in the embedded conversion features of the Merger Convertible Note not being separately recognized from the host contract pursuant to their scope exception from derivative accounting under ASC 815-10-15-74(a). The interest make-whole payment feature provided by the Merger Convertible Note met the definition of a derivative but did not fall within the above scope exception, nonetheless its value was de minimis and as such no amount was recorded in the consolidated financial statements at the time of the issuance of the Merger Convertible Notes nor at any subsequent reporting date.
In June 2020, the FASB issued ASU 2020-05 “Revenue from Contracts with Customers (Topic 606) and Leases (Topic 842): Effective dates for certain entities” (“ASU 2020-05”), which provides a limited one year deferral of the effective dates of the following updates (including amendments issued after the issuance of the original update) to provide immediate, near-term relief for certain entities for whom these updates are either currently effective or imminently effective: i) ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606) (“Revenue”); ii) ASU No. 2016-02, Leases (Topic 842) (“Leases”). The updates in ASU 2020-05 followed the updates to effective dates set forth within ASU 2019-10 “Financial Instruments – Credit Losses (Topic 326), Derivatives and Hedging (Topic 815), and Leases (Topic 842): Effective Dates” (“ASU 2019-10”). The amendments in this ASU amended certain effective dates for the above ASU 2016-02, Leases (including amendments issued after the issuance of the original ASU). The effective dates for Leases after applying ASU 2019-10 were as follows: public business entities, excluding emerging growth companies and smaller reporting companies, for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. All other entities for fiscal years beginning after December 15, 2020, and interim periods within fiscal years beginning after December 15, 2021. In ASU 2019-10, the FASB noted that challenges associated with transition to a major update were often magnified for private companies and smaller public companies. Those challenges became significantly amplified by the business and capital market disruptions caused by the COVID-19 pandemic. For this reason, the FASB issued the amendments in ASU 2020-05 by deferring the effective date for one additional year for entities in the “all other” category that have not yet issued their financial statements (or made financial statements available for issuance) reflecting the adoption of Leases. Therefore, under the amendments of ASU 2020-05, Leases (Topic 842) is effective for entities within the “all other” category for fiscal years beginning after December 15, 2021, and interim periods within fiscal years beginning after December 15, 2022. Early application continues to be permitted, which means that an entity may choose to implement Leases before those deferred effective dates. The Company expects the adoption to have a material impact to the consolidated balance sheets for the recording of the “right-to-use” asset and corresponding lease liability. The Company plans to adopt ASC Topic 842 – Leases in its fiscal year ending December 31, 2022, by utilizing the modified retrospective transition approach, which will result in an estimated current period adjustment as of January 1, 2022 related to the recognition of a right-of-use asset and corresponding lease liability between $3.0 million and $4.0 million on its consolidated balance sheet.
In February 2020, the FASB issued ASU 2020-02 “Financial Instruments—Credit Losses (Topic 326) and Leases (Topic 842), Amendments to SEC Paragraphs Pursuant to SEC Staff Accounting Bulletin No. 119 and Update to SEC Section on Effective Date Related to Accounting Standards Update No. 2016-02, Leases (Topic 842)”. This ASU guidance is applicable upon a registrant’s adoption of Accounting Standards Codification (“ASC”) Topic 326. This ASU also adds a note to an SEC paragraph pursuant to the issuance of ASU 2019-10 and certain effective dates amended therein, as noted below.
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On November 15, 2019, the FASB issued ASU 2019-10 “Financial Instruments—Credit Losses (Topic 326), Derivatives and Hedging (Topic 815), and Leases (Topic 842): Effective Dates”. The amendments in ASU 2019-10 amend certain effective dates for the following major ASUs (including amendments issued after the issuance of the original ASU):
a)ASU 2016-13, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (Credit Losses) (“ASU 2016-13”). The amendments in this ASU amend the mandatory effective dates for Credit Losses for all entities as follows: Public business entities that meet the definition of a SEC filer, excluding entities eligible to be smaller reporting companies, as defined by the SEC, at the time the ASU was issued, for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. All other entities for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. Early application continues to be allowed. The Company plans to adopt ASC Topic 326 – Credit Losses in its quarter ending March 31, 2023, by utilizing the Current Expected Credit Losses (CECL) financial model to measure impairment on financial assets, mainly referring to trade receivables.
b)ASU 2017-12, Derivatives and Hedging (Topic 815): Targeted Improvements to Accounting for Hedging Activities (Hedging). The effective dates for Hedging after applying this ASU are as follows: Public business entities for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. All other entities for fiscal years beginning after December 15, 2020, and interim periods within fiscal years beginning after December 15, 2021. The Company adopted the amendments in this update as of the beginning of its annual fiscal year 2021, and the adoption did not have a material impact on its condensed consolidated financial statements.
c) ASU 2016-02, Leases (Topic 842). The effective dates for Leases after applying ASU 2019-10 are as follows: public business entities, excluding emerging growth companies and smaller reporting companies, for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. All other entities for fiscal years beginning after December 15, 2020, and interim periods within fiscal years beginning after December 15, 2021. As noted above, the effective date of this ASU was delayed for one additional year following the issuance of ASU 2020-05.
In August 2018, the FASB issued ASU 2018-15, “Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40): Customer's Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That is a Service Contract”. This standard aligns the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software. The standard is effective for public business entities for fiscal years beginning after December 15, 2019, and interim periods within those fiscal years. For all other entities, the amendments in this ASU are effective for annual reporting periods beginning after December 15, 2020, and interim periods within annual periods beginning after December 15, 2021. The Company adopted the amendments in this update as of the beginning of its annual fiscal year 2021, and the adoption did not have a material impact on its condensed consolidated financial statements.
In August 2018, the FASB issued ASU 2018-14, “Compensation—Retirement Benefits—Defined Benefit Plans—General (Subtopic 715-20)”, which modifies the disclosure requirements for employers that sponsor defined benefit pension or other postretirement plans. The amendments are effective for fiscal years ending after December 15, 2020 for public business entities and for fiscal years ending after December 15, 2021 for all other entities. The Company has already evaluated the impact of this standard and has concluded that its adoption will not have a material impact on its consolidated financial statements for the fiscal year ending December 31, 2022.
In January 2017, the FASB issued ASU 2017-04, “Simplifying the Test for Goodwill Impairment”, which removed the second step of the goodwill impairment test that requires a hypothetical purchase price allocation. A goodwill impairment is now the amount by which a reporting unit’s carrying value exceeds its fair value, not to exceed the carrying amount of goodwill. The Company adopted the amendments in this update as of the beginning of its annual fiscal year 2021, and the adoption did not have a material impact on its condensed consolidated financial statements.
In June 2016, the FASB issued ASU 2016-13, “Financial Instruments—Credit Losses: Measurement of Credit Losses on Financial Instruments”, which changes the impairment model for most financial assets. The new model uses a forward-looking expected loss method, which will generally result in earlier recognition of allowances for losses. In November 2018, the FASB issued ASU 2018-19, “Codification Improvements to Topic 326, Financial Instruments— Credit Losses”, which clarifies that receivables arising from operating leases are not within the scope of Topic 326, Financial Instruments—Credit Losses. Instead, impairment of receivables arising from operating leases should be accounted for in accordance with Topic 842, Leases. These ASUs are effective for public entities for fiscal years beginning after December 15, 2019, and interim periods within those fiscal years, and for other entities for fiscal years beginning after December 15, 2020 and interim periods within fiscal years beginning after December 15, 2021. As noted above, the effective date of this ASU was delayed for two years following the issuance of ASU 2019-10.
In February 2016, the FASB issued ASU 2016-02, “Leases”, which was further clarified by ASU 2018-10, “Codification Improvements to Topic 842, Leases”, and ASU 2018-11, “Leases—Targeted Improvements”, both issued in July 2018. ASU 2016-02 affects all entities that lease assets and will require lessees to recognize a lease liability and a right-of-use asset for all leases (except for short-term leases that have a duration of less than one year) as of the date on which the lessor makes the underlying asset available
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to the lessee. For lessors, accounting for leases is substantially the same as in prior periods. ASU 2018-10 clarifies or corrects unintended application of guidance related to ASU 2016-02. The amendment affects narrow aspects of ASU 2016-02 related to the implicit rate in the lease, impairment of the net investment in the lease, lessee reassessment of lease classification, lessor reassessment of lease term and purchase options, variable payments that depend on an index or rate and certain transition adjustments. ASU 2018-11 adds a transition option for all entities and a practical expedient only for lessors. The transition option allows entities to not apply the new lease standard in the comparative periods they present in their financial statements in the year of adoption. Under the transition option, entities can opt to continue to apply the legacy guidance in ASC 840, “Leases”, including its disclosure requirements, in the comparative prior periods presented in the year they adopt the new lease standard. Entities that elect this transition option will still be required to adopt the new leases standard using the modified retrospective transition method required by the standard, but they will recognize a cumulative-effect adjustment to the opening balance of retained earnings in the period of adoption rather than in the earliest period presented. The new standards are effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years for a public business entity. For all other entities, the amendments in this ASU are effective for fiscal years beginning after December 15, 2019, and interim periods within fiscal years beginning after December 15, 2020. As noted above, the effective date of this ASU was delayed for two years following the issuance of ASU 2019-10 as amended by ASU 2020-05.
3. BUSINESS COMBINATIONS
Acquisition of mGage
On June 1, 2021, the Company completed its Merger with Vivial and the resulting acquisition of the business owned by Vivial known as mGage, a leading global mobile messaging provider. The acquisition of mGage provided an opportunity for the Company to expand its network operator connections and become one of only four companies providing direct connectivity to all tier-1 US carriers.
Pursuant to the Merger Agreement dated as of February 18, 2021, by and among the Company, Merger Sub, Vivial and GSO Special Situations Master Fund LP, solely in its capacity as the Stockholder Representative, Vivial was merged with and into Merger Sub, with Vivial surviving as a wholly-owned subsidiary of the Company. The name of Vivial was changed to mGage Group Holdings, Inc. (“mGage Group Holdings”) as a result of the Merger. Subsequently, on July 1, 2021, mGage Group Holdings changed its name to Kaleyra US Inc.
The Merger consideration consisted of cash consideration and common stock consideration and was subject to post-closing price adjustments as set forth in the Merger Agreement. On August 30, 2021, the Company prepared and delivered to the Stockholder Representative a written statement (the “Post-Closing Statement”) setting forth the calculation of closing cash and closing net working capital which ultimately resulted in the final Merger consideration to be equal to $217.0 million, pursuant to the terms of the Merger Agreement. The original cash consideration amounted to $199.2 million of which $198.6 million was paid on June 1, 2021 and the remaining amount was settled through the period ended September 30, 2021, including a working capital adjustment of $997,000. The common stock consideration was paid with the issuance to Vivial’s former equity holders of a total of 1,600,000 shares of Kaleyra common stock. The resulting value of the common stock consideration, which was based upon the $11.77 per share closing price of Kaleyra common stock as of June 1, 2021, was equal to $18.8 million and has been recognized as part of the consideration transferred.
The Merger was financed through (i) the proceeds from the issuance and sale by the Company, of an aggregate of 8,400,000 shares of Kaleyra common stock to PIPE Investors at $12.50 per share, pursuant to the subscription agreements dated February 18, 2021; and (ii) the proceeds from the issuance in a private placement, of $200 million aggregate principal amount of Merger Convertible Notes to certain institutional investors. See Note 9 – Notes Payable – for additional details on the Merger Convertible Notes.
The Merger was accounted for as a business combination and the total fair value of the consideration transferred of $217 million was allocated on a preliminary basis to the net tangible and intangible assets and liabilities based on their estimated fair values as of the acquisition date and the excess was recorded as goodwill. The Company evaluated certain assets, liabilities and tax estimates that were subject to change throughout the measurement period ended on June 1, 2022 (one year from the acquisition date).
During the three months ended September 30, 2021, Kaleyra redetermined the estimated fair value of certain identified finite-lived intangible assets, net of deferred tax liabilities and the resulting residual goodwill. The measurement period adjustment was recognized through a decrease of $8.9 million in the current period condensed consolidated balance sheet line item “Intangible assets, net” mostly relating to the acquired developed technology, a net decrease of $1.9 million in the current period condensed consolidated balance sheet line item “Deferred tax liability” and an increase of $5.9 million in the current period condensed consolidated balance sheet line item “Goodwill”.
During the three months ended June 30, 2022, Kaleyra redetermined the value of deferred tax assets on loss carryforward following the filing of mGage Group Holding’s pre-affiliation tax return and remeasured the tax effected values of its identified finite-lived intangible assets based upon the tax rates calculated in each domestic and foreign tax jurisdiction, including the UK. The measurement period adjustment was recognized through a net decrease of $5.1 million in the current period condensed consolidated balance sheet line item “Deferred tax assets”, a decrease of $2.0 million in the current period condensed consolidated balance sheet
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line item “Deferred tax liability” and a net increase of $3.1 million in the current period condensed consolidated balance sheet line item “Goodwill”.
As referred to above, the measurement period adjustment also included a working capital adjustment of $997,000, pursuant to the terms of the Merger Agreement. The acquired entity’s results of operations have been included in the condensed consolidated financial statements of the Company from the date of acquisition.
The following table summarizes the fair value amount recognized for the assets acquired and liabilities assumed as of the acquisition date (in thousands):
|
Customer relationships (1) |
|
$ |
76,256 |
|
|
Developed technology (1) |
|
|
30,033 |
|
|
Trade names (1) |
|
|
13,060 |
|
|
Deferred tax assets on loss carryforward |
|
|
19,899 |
|
|
Goodwill (2) |
|
|
89,391 |
|
|
Accounts receivable and other current assets |
|
|
29,996 |
|
|
Property and equipment |
|
|
8,450 |
|
|
Cash and cash equivalents |
|
|
2,856 |
|
|
Total assets acquired |
|
|
269,941 |
|
|
Deferred tax liabilities |
|
|
30,242 |
|
|
Accounts payable and other current liabilities |
|
|
22,665 |
|
|
Total liabilities assumed |
|
|
52,907 |
|
|
Net assets acquired |
|
$ |
217,034 |
|
|
|
(1) |
Identified finite-lived intangible assets. The estimated fair value of the intangible assets acquired was determined by the Company, which considered or relied in part upon a valuation report of a third-party expert. The Company used income approaches to estimate the fair values of the identifiable intangible assets. The estimated useful life is 7 to 9 years for customer relationships, 6 years for developed technology and 8 years for trade names. |
|
|
(2) |
Goodwill is the excess of fair value of the consideration transferred over the fair value of identifiable tangible and intangible assets acquired and liabilities assumed and represents expected synergies of the combination of the acquired business. Goodwill is not deductible for income tax purposes. |
In 2021, the Company incurred costs related to this acquisition of $5.5 million that were expensed in general and administrative expenses in the accompanying condensed consolidated statements of operations.
The contribution of Kaleyra US Inc. to the consolidated revenue and consolidated net loss for the three months ended September 30, 2022 was $26.8 million, and net loss of $8.2 million.
The contribution of Kaleyra US Inc. to the consolidated revenue and consolidated net loss for the nine months ended September 30, 2022 was $89.1 million, and net loss of $11.1 million.
Acquisition of Bandyer
On July 8, 2021, Kaleyra completed the acquisition of the entire share capital of Bandyer, a company based in Italy that offers cloud-based audio/video communications services to Italian financial institutions, retail companies, utilities, insurance, human resources and digital healthcare organizations (the “Bandyer Acquisition”). Bandyer’s services are suitable for different industries and completely compatible with any device and expand and complete Kaleyra’s already wide offering of communication channels.
The consideration for the Bandyer Acquisition consisted of cash consideration of $15.4 million (€13 million) of which $13.3 million (€11.5 million) was paid at the acquisition date and the remaining amount was retained in an escrow account. The acquisition of Bandyer was financed through the available financial resources of Kaleyra.
The Bandyer Acquisition was accounted for as a business combination and the total fair value of the consideration transferred of $15.4 million was allocated to the net tangible and intangible assets and liabilities based on their estimated fair values as of the acquisition date and the excess was recorded as goodwill. The Company evaluated certain assets, liabilities and tax estimates that were subject to change throughout the measurement period ended on July 8, 2022 (one year from the acquisition date).
During the three months ended March 31, 2022, and pursuant to the Bandyer purchase agreement, the above purchase consideration was decreased by $58,000, which is an amount equal to the sum of the acquisition date net debt and the portion of the acquisition date net working capital that was collected by December 31, 2021 (the “Price Adjustment”). The Price Adjustment favorable to Kaleyra was considered in the calculation of the final goodwill balance as of March 31, 2022.
14
During the three months ended March 31, 2022, Kaleyra adjusted the deferred tax liabilities arising from the acquired tangible and intangible assets and the resulting residual goodwill. The measurement period adjustment was recognized through an increase of $164,000 in the current period condensed consolidated balance sheet line item “Deferred tax liability” and a corresponding increase in the current period condensed consolidated balance sheet line item “Goodwill”.
The acquired entity’s results of operations have been included in the condensed consolidated financial statements of Kaleyra from the date of acquisition.
On January 13, 2022, Kaleyra completed a company reorganization of the acquired business of Bandyer by means of the merger of the Italian legal entity of Bandyer into the holding company, Kaleyra S.p.A.. As a result of the merger, Bandyer ceased to exist as a separate legal entity and all its assets and liabilities have been incorporated under Kaleyra S.p.A. effective January 1, 2022.
On April 4, 2022, following the above Price Adjustment and pursuant to the terms of the purchase agreement, Kaleyra paid an aggregate of $1.1 million (€1.0 million) out of the escrow account as remaining consideration for the Bandyer Acquisition. As of September 30, 2022 the resulting balance of the escrow account that was originally retained at the acquisition date amounted to $439,000 (€451,000).
The following table summarizes the fair value amount recognized for the assets acquired and liabilities assumed as of the acquisition date (in thousands):
|
Property and equipment, net |
|
$ |
116 |
|
|
Developed technology (1) |
|
|
7,999 |
|
|
Customer relationship (1) |
|
|
1,798 |
|
|
Goodwill (2) |
|
|
8,146 |
|
|
Cash and cash equivalents |
|
|
349 |
|
|
Trade receivables and other current assets |
|
|
671 |
|
|
Other non current assets |
|
|
21 |
|
|
Total assets acquired |
|
|
19,100 |
|
|
Deferred tax liabilities |
|
|
2,616 |
|
|
Accounts payable and other current liabilities |
|
|
986 |
|
|
Long term portion of employee benefit obligation |
|
|
126 |
|
|
Current portion of bank and other borrowings |
|
|
39 |
|
|
Total liabilities assumed |
|
|
3,767 |
|
|
Net assets acquired |
|
$ |
15,333 |
|
|
|
(1) |
Identified finite-lived intangible assets. The estimated fair value of the intangible assets acquired was determined by Kaleyra, which considered or relied in part upon a valuation report of a third-party expert. The Company used income approaches to estimate the fair values of the identifiable intangible assets. The estimated useful life is 8 years for customer relationships and 15 years for developed technology. |
|
|
(2) |
Goodwill is the excess of fair value of the consideration transferred over the fair value of identifiable tangible and intangible assets acquired and liabilities assumed and represents expected synergies of the combination of the acquired business. Goodwill is not deductible for income tax purposes. |
4. FAIR VALUE MEASUREMENTS
The following tables provide the assets and liabilities measured at fair value on a recurring basis as of September 30, 2022 and December 31, 2021 (in thousands):
|
|
|
Fair Value Hierarchy as of September 30, 2022 |
|
|
Aggregate |
|
|
|
|
Level 1 |
|
|
Level 2 |
|
|
Level 3 |
|
|
Fair Value |
|
|
Assets: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Mutual funds (1) |
|
$ |
567 |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
567 |
|
|
Certificates of deposit (2) |
|
|
— |
|
|
|
57 |
|
|
|
— |
|
|
|
57 |
|
|
Interest rate swap (3) |
|
|
— |
|
|
|
55 |
|
|
|
— |
|
|
|
55 |
|
|
Total Assets |
|
$ |
567 |
|
|
$ |
112 |
|
|
$ |
— |
|
|
$ |
679 |
|
|
Liabilities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Warrant liability (4) |
|
$ |
— |
|
|
$ |
39 |
|
|
$ |
— |
|
|
$ |
39 |
|
|
Total Liabilities |
|
$ |
— |
|
|
$ |
39 |
|
|
$ |
— |
|
|
$ |
39 |
|
|
|
(1) |
Included in the condensed consolidated balance sheet line item “Short-term investments”. |
15
|
|
(2) |
Included in the condensed consolidated balance sheet line item “Short-term investments”, with maturity terms between 4 and 12 months held in India. |
|
|
(3) |
Included in the condensed consolidated balance sheet line item “Other long-term assets”. |
|
|
(4) |
Included in the condensed consolidated balance sheet line item “Other long-term liabilities”. See Note 16 – Warrants – for further details. |
|
|
|
Fair Value Hierarchy as of December 31, 2021 |
|
|
Aggregate |
|
|
|
|
Level 1 |
|
|
Level 2 |
|
|
Level 3 |
|
|
Fair Value |
|
|
Assets: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Mutual funds (1) |
|
$ |
602 |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
602 |
|
|
Certificates of deposit (2) |
|
|
— |
|
|
|
5,634 |
|
|
|
— |
|
|
|
5,634 |
|
|
Total Assets |
|
$ |
602 |
|
|
$ |
5,634 |
|
|
$ |
— |
|
|
$ |
6,236 |
|
|
Liabilities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest rate swap (3) |
|
$ |
— |
|
|
$ |
35 |
|
|
$ |
— |
|
|
$ |
35 |
|
|
Warrant liability (4) |
|
|
— |
|
|
|
889 |
|
|
|
— |
|
|
|
889 |
|
|
Total Liabilities |
|
$ |
— |
|
|
$ |
924 |
|
|
$ |
— |
|
|
$ |
924 |
|
|
|
(1) |
Included in the condensed consolidated balance sheet line item “Short-term investments”. |
|
|
(2) |
Included in the condensed consolidated balance sheet line item “Short-term investments”, with maturity terms between 4 and 12 months held in India. |
|
|
(3) |
Included in the condensed consolidated balance sheet line item “Other long-term liabilities”. |
|
|
(4) |
Included in the condensed consolidated balance sheet line item “Other long-term liabilities”. See Note 16 – Warrants – for further details. |
The values of short-term investments as of September 30, 2022 and as of December 31, 2021 were as follows (in thousands):
|
|
|
As of September 30, 2022 |
|
|
As of December 31, 2021 |
|
|
|
|
Cost |
|
|
Unrealized
Gains |
|
|
Unrealized
Losses |
|
|
Fair Value |
|
|
Cost |
|
|
Unrealized
Gains |
|
|
Unrealized
Losses |
|
|
Fair Value |
|
|
Mutual funds |
|
$ |
552 |
|
|
$ |
15 |
|
|
$ |
— |
|
|
$ |
567 |
|
|
$ |
572 |
|
|
$ |
30 |
|
|
$ |
— |
|
|
$ |
602 |
|
|
Certificates of deposit |
|
|
55 |
|
|
|
— |
|
|
|
— |
|
|
|
55 |
|
|
|
5,634 |
|
|
|
— |
|
|
|
— |
|
|
|
5,634 |
|
There were no transfers into or out of Level 2 or Level 3 for the nine months ended September 30, 2022 and the year ended December 31, 2021.
5. DERIVATIVE FINANCIAL INSTRUMENTS
The gross notional amount of interest rate swap derivative contracts not designated as hedging instruments, outstanding as of September 30, 2022 and December 31, 2021, was €5.6 million ($5.5 million) and €5.8 million ($6.6 million), respectively.
The amount and location of the gains (losses) in the condensed consolidated statements of operations related to derivative contracts is as follows (in thousands):
|
|
|
|
|
Three Months Ended September 30, |
|
|
Nine Months Ended September 30, |
|
|
Derivatives Not Designed As Hedging Instruments |
|
Line Items |
|
2022 |
|
|
2021 |
|
|
2022 |
|
|
2021 |
|
|
Interest rate swap |
|
Financial income (expense), net |
|
$ |
51 |
|
|
$ |
16 |
|
|
$ |
93 |
|
|
$ |
57 |
|
The following table presents the fair value and the location of derivative contracts reported in the condensed consolidated balance sheets (in thousands):
16
|
|
|
|
|
As of September 30, |
|
|
As of December 31, |
|
|
Derivatives Not Designed As Hedging Instruments |
|
Line Items |
|
2022 |
|
|
2021 |
|
|
Interest rate swap |
|
Other long-term liabilities |
|
$ |
— |
|
|
$ |
(35 |
) |
|
Interest rate swap |
|
Other long-term assets |
|
|
57 |
|
|
|
— |
|
6. GOODWILL AND INTANGIBLE ASSETS, NET
Goodwill
Goodwill as of September 30, 2022 and December 31, 2021 was as follows (in thousands):
|
Balance as of December 31, 2021 |
|
$ |
110,465 |
|
|
Purchase price adjustments in the period |
|
|
3,160 |
|
|
Effect of exchange rate |
|
|
(2,844 |
) |
|
Balance as of September 30, 2022 |
|
$ |
110,781 |
|
Intangible assets, net
Intangible assets consisted of the following (in thousands):
|
|
|
As of September 30, 2022 |
|
|
As of December 31, 2021 |
|
|
|
|
Gross |
|
|
Accumulated
Amortization |
|
|
Net |
|
|
Gross |
|
|
Accumulated
Amortization |
|
|
Net |
|
|
Amortizable Intangible Assets: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Developed technology |
|
$ |
38,942 |
|
|
$ |
9,722 |
|
|
$ |
29,220 |
|
|
$ |
40,416 |
|
|
$ |
5,393 |
|
|
$ |
35,023 |
|
|
Customer relationships |
|
|
85,375 |
|
|
|
15,421 |
|
|
|
69,954 |
|
|
|
86,792 |
|
|
|
8,597 |
|
|
|
78,195 |
|
|
Trade names |
|
|
12,922 |
|
|
|
2,154 |
|
|
|
10,768 |
|
|
|
13,060 |
|
|
|
952 |
|
|
|
12,108 |
|
|
Patent |
|
|
135 |
|
|
|
68 |
|
|
|
67 |
|
|
|
131 |
|
|
|
61 |
|
|
|
70 |
|
|
Total amortizable intangible assets |
|
$ |
137,374 |
|
|
$ |
27,365 |
|
|
$ |
110,009 |
|
|
$ |
140,399 |
|
|
$ |
15,003 |
|
|
$ |
125,396 |
|
Amortization expense was $13.0 million and $6.4 million for the nine months ended September 30, 2022 and 2021, respectively.
Total estimated future amortization expense as of September 30, 2022 is as follows (in thousands):
|
|
|
As of
September 30, 2022 |
|
|
2022 (remaining three months) |
|
$ |
4,131 |
|
|
2023 |
|
|
16,457 |
|
|
2024 |
|
|
16,361 |
|
|
2025 |
|
|
16,291 |
|
|
2026 |
|
|
16,222 |
|
|
2027 and thereafter |
|
|
40,547 |
|
|
Total |
|
$ |
110,009 |
|
As of September 30, 2022, the Company has evaluated the existence of impairment indicators that would indicate that the carrying amount of the amortizable intangible assets may not be recoverable concluding there are no impairment write-offs in the period.
17
7. OTHER ASSETS
Other current assets consisted of the following (in thousands):
|
|
|
As of September 30, |
|
|
As of December 31, |
|
|
|
|
2022 |
|
|
2021 |
|
|
Receivables from suppliers |
|
$ |
616 |
|
|
$ |
483 |
|
|
Credit for tax other than income tax |
|
|
466 |
|
|
|
675 |
|
|
VAT receivables |
|
|
379 |
|
|
|
— |
|
|
Income tax receivables |
|
|
193 |
|
|
|
1,195 |
|
|
Other receivables |
|
|
312 |
|
|
|
246 |
|
|
Total other current assets |
|
$ |
1,966 |
|
|
$ |
2,599 |
|
Other long-term assets consisted of the following (in thousands):
|
|
|
As of September 30, |
|
|
As of December 31, |
|
|
|
|
2022 |
|
|
2021 |
|
|
Non-current income tax credit (advances and tax reduced at sources) |
|
$ |
1,319 |
|
|
$ |
53 |
|
|
Interest rate swaps |
|
|
57 |
|
|
|
— |
|
|
Miscellaneous |
|
|
364 |
|
|
|
346 |
|
|
Total other long-term assets |
|
$ |
1,740 |
|
|
$ |
399 |
|
8. BANK AND OTHER BORROWINGS
As of September 30, 2022 and December 31, 2021, the current portion of bank and other borrowings amounts to $13.7 million and $15.8 million, respectively. As of September 30, 2022, this item was comprised of $10.5 million of the current portion of bank and other borrowings and $3.3 million of credit line facilities. As of December 31, 2021, this item was comprised of $10.5 million of the current portion of bank and other borrowings and $5.3 million of credit line facilities.
Credit line facilities
As of September 30, 2022, the Company had credit line facilities denominated in Euro for a total amount of $4.9 million, of which $3.3 million had been used. As of December 31, 2021, the Company had credit line facilities denominated in Euro for $6.7 million, of which $5.3 million had been used.
The credit lines denominated in Euro may be drawn upon at variable interest rates in the following range: 0.5% - 2.2%. The weighted average interest rate on those credit line facilities outstanding as of September 30, 2022 was 1.15%.
18
Long-term bank and other borrowings
Long-term bank and other borrowings consist of the following (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
Interest Nominal Rate |
|
|
|
|
As of
September 30, |
|
|
As of
December 31, |
|
|
|
|
Interest Contractual Rate |
|
|
As of
September 30, |
|
|
As of
December 31, |
|
|
|
|
2022 |
|
|
2021 |
|
|
Maturity |
|
as of September 30, 2022 |
|
|
2022 |
|
|
2021 |
|
|
UniCredit S.p.A.
(Line A Tranche 1) |
|
$ |
1,151 |
|
|
$ |
2,330 |
|
|
July 2023 |
|
Euribor 3 months + 3.10% |
|
|
|
2.80 |
% |
|
|
2.80 |
% |
|
UniCredit S.p.A.
(Line A Tranche 2) |
|
|
61 |
|
|
|
113 |
|
|
November 2023 |
|
Euribor 3 months + 3.10% |
|
|
|
2.80 |
% |
|
|
2.80 |
% |
|
UniCredit S.p.A. (Line B) |
|
|
1,413 |
|
|
|
2,337 |
|
|
May 2024 |
|
Euribor 3 months + 2.90% |
|
|
|
2.60 |
% |
|
|
2.60 |
% |
|
UniCredit S.p.A. (Line C) |
|
|
917 |
|
|
|
1,833 |
|
|
August 2023 |
|
Euribor 3 months + 3.90% |
|
|
|
5.07 |
% |
|
|
3.33 |
% |
|
Intesa Sanpaolo S.p.A.
(Line 1) |
|
|
— |
|
|
|
290 |
|
|
April 2022 |
|
Euribor 3 months + 2.30% |
|
|
|
— |
|
|
|
1.73 |
% |
|
Intesa Sanpaolo S.p.A.
(Line 2) |
|
|
1,759 |
|
|
|
2,872 |
|
|
April 2024 |
|
Euribor 3 months + 3.10% |
|
|
|
4.27 |
% |
|
|
2.53 |
% |
|
Intesa Sanpaolo S.p.A.
(Line 3) |
|
|
7,276 |
|
|
|
8,961 |
|
|
June 2026 |
|
Euribor 3 months + 2.15% |
|
|
|
3.32 |
% |
|
|
1.58 |
% |
|
Intesa Sanpaolo S.p.A.
(Line 4) |
|
|
4,349 |
|
|
|
5,927 |
|
|
July 2026 |
|
Euribor 3 months + 2.20% |
|
|
|
3.37 |
% |
|
|
1.63 |
% |
|
Monte dei Paschi di
Siena S.p.A. (Line 1) |
|
|
— |
|
|
|
76 |
|
|
April 2022 |
|
|
0.95 |
% |
|
|
— |
|
|
|
0.95 |
% |
|
Monte dei Paschi di
Siena S.p.A. (Line 2) |
|
|
652 |
|
|
|
1,132 |
|
|
June 2023 |
|
|
1.50 |
% |
|
|
1.50 |
% |
|
|
1.50 |
% |
|
Banco BPM S.p.A. (Line 1) |
|
|
259 |
|
|
|
593 |
|
|
June 2023 |
|
Euribor 3 months + 2.00% |
|
|
|
2.00 |
% |
|
|
2.00 |
% |
|
Banco BPM S.p.A. (Line 3) |
|
|
3,182 |
|
|
|
5,014 |
|
|
September 2024 |
|
Euribor 3 months + 3.00% |
|
|
|
4.17 |
% |
|
|
2.43 |
% |
|
Banco BPM S.p.A. (Line 4) |
|
|
2,417 |
|
|
|
— |
|
|
July 2025 |
|
Euribor 3 months + 1.95% |
|
|
|
3.12 |
% |
|
|
— |
|
|
Simest 1 |
|
|
122 |
|
|
|
189 |
|
|
December 2023 |
|
|
0.50 |
% |
|
|
0.50 |
% |
|
|
0.50 |
% |
|
Simest 2 |
|
|
122 |
|
|
|
188 |
|
|
December 2023 |
|
|
0.50 |
% |
|
|
0.50 |
% |
|
|
0.50 |
% |
|
Simest 3 |
|
|
223 |
|
|
|
345 |
|
|
December 2023 |
|
|
0.50 |
% |
|
|
0.50 |
% |
|
|
0.50 |
% |
|
Simest 4 |
|
|
1,053 |
|
|
|
1,218 |
|
|
April 2027 |
|
|
0.50 |
% |
|
|
0.50 |
% |
|
|
0.50 |
% |
|
Total bank and other borrowings |
|
|
24,956 |
|
|
|
33,418 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Less: current portion |
|
|
10,468 |
|
|
|
10,508 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total long-term portion |
|
$ |
14,488 |
|
|
$ |
22,910 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
All bank and other borrowings are unsecured borrowings of the Company.
On February 23, 2021, the Company entered into an amendment to the existing unsecured loan agreement with Intesa Sanpaolo S.p.A. (the “Intesa Sanpaolo S.p.A. – Line 1”) and an amendment to the existing unsecured loan agreement with Intesa Sanpaolo S.p.A. (the “Intesa Sanpaolo S.p.A. – Line 2”). The amendments each provide that certain financial covenants be amended, in particular as they relate to the previously agreed net financial position/equity ratio and the net financial position/gross operating income ratio. Upon the approval of the audited statutory financial statements of Kaleyra S.p.A. for the year ended December 31, 2020 in June 2021, the calculated net financial position/gross operating income ratio failed to comply with the amended terms of the unsecured loan agreement with Intesa Sanpaolo S.p.A. As a result of such failure, Intesa Sanpaolo S.p.A. was entitled to raise the interest rate bearing on the existing financing agreements of Intesa Sanpaolo S.p.A. by fifty (50) bps. No principal amount was subject to early reimbursement under the amended terms of the loan agreement. On August 3, 2021, the Company was notified by Intesa Sanpaolo S.p.A. of their resolution to apply the incremental fifty (50) bps to the interest rate bearing on future payments of interest. In the audited fiscal year ended December 31, 2021, Kaleyra successfully complied with financial covenants in place with Intesa Sanpaolo S.p.A..
On March 9, 2021 and March 10, 2021, respectively, Kaleyra S.p.A. received the approval by UniCredit to postpone repayment of the principal amounts due under the existing Line A Tranche (2), Line B and Line C of the long-term financing agreements with UniCredit S.p.A. for a period of six (6) months starting from March 1, 2021 until August 31, 2021, and under Line A Tranche (1) of the long-term financing agreement with UniCredit S.p.A. starting from February 1, 2021 until July 31, 2021. Consequently, the
19
repayment schedule under all financing agreements mentioned above was extended for the period equal to that of the six (6) month suspension period.
On April 15, 2021, Kaleyra S.p.A. and Banco Popolare di Milano S.p.A. entered into an agreement to postpone repayment of the principal amounts due under the existing Line 3 of the long-term unsecured financing agreement for a period of six (6) months starting from March 31, 2021 until September 30, 2021, without prejudice to Kaleyra S.p.A.’s obligations to continue to pay interest in relation to the principal amount at the original due dates.
On April 15, 2021, the Company entered into a general unsecured loan agreement with Simest S.p.A for a total of $3.6 million (€3.0 million at the April 15, 2021 exchange rate) relating to the Fund 394/81 (the “Simest Financing”) and Fund for Integrated Promotion (the “Co-financing”) for implementation of a program to break into foreign markets. The principal amount of $3.1 million (€2.6 million at the April 15, 2021 exchange rate) applies to the Simest Financing. The Simest Financing bears a subsidized interest rate of 0.055% and a reference interest rate of 0.55%. The loan has a duration of six (6) years starting from the date of disbursement and is to be repaid in half-yearly installments starting after a two-year pre-amortization period. The principal amount of $505,000 (€422,000 at the April 15, 2021 exchange rate) of the financing applies to the Co-financing and was granted in accordance with Section 3.1 of the Temporary Framework for State aid measures to support the economy in the current COVID-19 outbreak of the European Commission, and as such is non-refundable as long as the funds are used for the purposes stated within the Framework.
On September 15, 2021, the principal amount of $1.3 million (€1.1 million at the September 15, 2021 exchange rate) and $208,000 (€176,000 at the September 15, 2021 exchange rate) relating to the first installment of the Simest Financing and Co-financing, respectively, was disbursed to the Company pursuant to the terms of the loan agreement with Simest S.p.A..
On July 28, 2022, the Company entered into a new unsecured loan agreement with Banco Popolare di Milano S.p.A. for a total principal amount of $2.5 million (€2.5 million at the July 28, 2022 exchange rate) with a duration of 36 months and bearing interest rate equal to Euribor 3 months + 1.95%.
As of September 30, 2022, all of the available long-term facilities were drawn in full except for the Simest Financing as described above.
Interest expense on bank and other borrowings was $143,000 and $172,000 for the three months ended September 30, 2022 and 2021, respectively.
Interest expense on bank and other borrowings was $432,000 and $542,000 for the nine months ended September 30, 2022 and 2021, respectively.
As of September 30, 2022, the Company is obliged to make payments as follows (in thousands):
|
|
|
As of
September 30, 2022 |
|
|
2022 (remaining three months) |
|
$ |
2,795 |
|
|
2023 |
|
|
9,742 |
|
|
2024 |
|
|
6,302 |
|
|
2025 |
|
|
3,874 |
|
|
2026 |
|
|
2,112 |
|
|
2027 and thereafter |
|
|
131 |
|
|
Total |
|
$ |
24,956 |
|
9. NOTES PAYABLE
Notes payable – Other
On April 16, 2020, the Company entered into a Settlement Agreement and Release (the “Settlement Agreement”) with its Business Combination financial advisory service firms, Cowen and Company, LLC (“Cowen”) and Chardan Capital Markets, LLC, (“Chardan” and, collectively, the “Service Firms”), pursuant to which it agreed to pay an affiliate of Cowen, Cowen Investments II LLC (“Cowen Investments”), and Chardan, in full satisfaction of all amounts owed to the Service Firms as of December 31, 2019, $5.4 million in the aggregate, as follows: (i) $2.7 million in the aggregate in common stock of the Company (the “Settlement Shares”) to be issued the business day prior to the filing of a resale registration statement for such Settlement Shares (the “Bank Resale Registration Statement”), (ii) convertible notes totaling $2.7 million in the aggregate with a maturity date three years after issuance and bearing interest at five percent (5%) per annum (but with lower interest rates if the notes are repaid earlier than one year or two years after issuance) and with interest paid in arrears to the payee on March 15, June 15, September 15 and December 15 of each year, with such convertible notes to also be issued the business day prior to the filing of the Resale Registration Statement and (iii) in the
20
event that the Beneficial Ownership Limitation (as defined below) would otherwise be exceeded upon delivery of the Settlement Shares above, a warrant agreement also to be entered into with and issued to the Services Firms the business day prior to the filing of the Resale Registration Statement, whereby the amount of common stock of the Company by which the Beneficial Ownership Limitation would otherwise have been exceeded upon delivery of the Settlement Shares will be substituted for by warrants with an exercise price of $0.01 per share issued pursuant to a Warrant Agreement (the “Warrant Agreement”) and the common stock underlying the Warrant Agreement (the “Warrant Shares”). The Beneficial Ownership Limitation shall initially be 4.99% of the number of shares of the common stock outstanding of the Company immediately after giving effect to the issuance of these shares of common stock. The number of Settlement Shares was calculated using as the price per Settlement Share an amount equal to a fifteen percent (15%) discount to the ten-day (10-day) trailing dollar volume-weighted average price for the common stock of the Company on the NYSE American LLC stock exchange (the “VWAP”) on the business day immediately prior to the date on which the Company filed the Resale Registration Statement. In addition, the price per share for determining the number of shares of common stock of the Company to be issued upon the conversion of the convertible notes is a five percent (5%) premium to the ten-day (10-day) trailing VWAP as of the date immediately prior to the issuance date of the convertible notes, rounded down to the nearest whole number.
On May 1, 2020, in connection with the Settlement Agreement, the Company issued: (i) an aggregate of 440,595 Settlement Shares to Cowen Investments and Chardan, consisting of 374,506 Settlement Shares issued to Cowen Investments, and 66,089 Settlement Shares issued to Chardan, which resulted in a $0.2 million loss on settlement on the issuance date of May 1, 2020; and (ii) convertible promissory notes in the aggregate principal amount of $2.7 million to Cowen Investments and Chardan, consisting of a convertible promissory note in the principal amount of $2.3 million issued to Cowen Investments (the “Cowen Note”) and a convertible promissory note in the principal amount of $405,000 issued to Chardan (the “Chardan Note”). The unpaid principal of the Cowen Note was convertible at the option of Cowen Investments into 303,171 shares of common stock of the Company, if there was no principal reduction, and the unpaid principal of the Chardan Note was convertible at the option of Chardan into 53,501 shares of common stock of the Company, if there was no principal reduction. As the Beneficial Ownership Limitation was not triggered by the issuance of the Settlement Shares, no Warrant Agreement was necessary and no warrants were issued.
On February 4, 2021, Cowen Investments elected to convert the outstanding amount of the Cowen Note into 303,171 shares of common stock pursuant to the terms of the Cowen Note, and as a result the Company has no further obligations with respect to the Cowen Note.
As of September 30, 2022, the outstanding amount of the Chardan Note was $405,000 and accrued interest was $49,000. This note payable is included in “Current portion of notes payable” and the accrued interest payable is included in “Other current liabilities” in the accompanying condensed consolidated balance sheets.
Merger Convertible Notes
On February 18, 2021, in support of the consummation of the Merger, Kaleyra entered into Convertible Note Subscription Agreements, each dated February 18, 2021, with the Convertible Note Investors. On June 1, 2021, the Company issued the Merger Convertible Notes with an aggregate principal amount of $200 million. The Company incurred $11.4 million of issuance costs as a result of the issuance of the Merger Convertible Notes.
In connection with the issuance of the Merger Convertible Notes pursuant to the terms of the Convertible Note Subscription Agreements, the Company entered into an indenture (the “Indenture”) with Wilmington Trust, National Association, a national banking association, in its capacity as trustee thereunder, in respect of the $200 million of Merger Convertible Notes that were issued to the Convertible Note Investors.
The Merger Convertible Notes bear interest at a rate of 6.125% per annum, payable semi-annually, in arrears on each June 1 and December 1 of each year, commencing on December 1, 2021, to holders of record at the close of business on the preceding May 15 and November 15, respectively. The Merger Convertible Notes are convertible into 11,851,852 shares of Kaleyra common stock at a conversion price of $16.875 per share of Kaleyra common stock in accordance with the terms of the Indenture, and mature five years after their issuance. The Company may, at its election, force conversion of the Merger Convertible Notes after (i) the first anniversary of the issuance of the Merger Convertible Notes, subject to a holder’s prior right to convert, if the last reported sale price of the Kaleyra common stock exceeds 150% of the conversion price for at least 20 trading days during the period of 30 consecutive trading days ending on, and including, the last trading day of the immediately preceding calendar quarter and (ii) the second anniversary of the issuance of the Merger Convertible Notes, subject to a holder’s prior right to convert, if the last reported sale price of the Kaleyra common stock exceeds 130% of the conversion price for at least 20 trading days during the period of 30 consecutive trading days ending on, and including, the last trading day of the immediately preceding calendar quarter. Following certain corporate events that occur prior to the maturity date or if the Company forces a mandatory conversion, the Company will, in certain circumstances, increase the conversion rate for a holder who elects to convert its Merger Convertible Notes in connection with such a corporate event or has its Merger Convertible Notes mandatorily converted, as the case may be. In addition, in the event that a holder of the Merger Convertible Notes elects to convert its Merger Convertible Notes prior to the third anniversary of the issuance of the Merger Convertible Notes, the Company will be obligated to pay an amount equal to twelve months of interest, or if on or after such third anniversary of the issuance of the Merger Convertible Notes, any remaining amounts that would be owed to, but excluding, the fourth
21
anniversary of the issuance of the Merger Convertible Notes (the “Interest Make-Whole Payment”). The Interest Make-Whole Payment will be payable in cash or shares of Kaleyra common stock as set forth in the Indenture.
Upon the issuance of the Merger Convertible Notes, management made the assessment whether the convertible instrument contained embedded conversion features for bifurcation and concluded that such embedded conversion features met the definition of a derivative but qualified for the scope exception under ASC 815-10-15-74(a) as they are indexed to the Company’s stock and qualify for classification within stockholders’ equity. Management determined that the Interest Make-Whole Payment met the definition of a derivative, but the value was de minimis and as such no amount was recorded at the time of the issuance of the Merger Convertible Notes nor at any subsequent reporting date. Management will continue to monitor the valuation of the Interest Make-Whole Payment provision and assess the need to record a liability in future periods.
As of September 30, 2022, the outstanding amount of the Merger Convertible Notes was $191.2 million, net of issuance costs. During the three and nine months ended September 30, 2022, contractual interest expense amounted to $3.1 million and $9.2 million, respectively, and amortization of the debt issuance costs amounted to $507,000 and $1.5 million, respectively. The liability is included in the condensed consolidated balance sheet line item “Long-term portion of notes payable” and the interest expense is included in “Financial expense, net” on the condensed consolidated statements of operations.
10. ACCUMULATED OTHER COMPREHENSIVE LOSS
The accumulated balances related to each component of accumulated other comprehensive loss are as follows (in thousands):
|
|
|
Cumulative
Foreign
Currency
Translation
Adjustment |
|
|
Cumulative
Net Unrealized
Gain (Loss)
on Marketable
Securities,
Net of Tax |
|
|
Accumulated
Other
Comprehensive
Income (Loss) |
|
|
As of December 31, 2021 |
|
$ |
(2,046 |
) |
|
$ |
36 |
|
|
$ |
(2,010 |
) |
|
Other comprehensive income (loss) |
|
|
(634 |
) |
|
|
5 |
|
|
|
(629 |
) |
|
As of March 31, 2022 |
|
$ |
(2,680 |
) |
|
$ |
41 |
|
|
$ |
(2,639 |
) |
|
Other comprehensive income (loss) |
|
|
(1,900 |
) |
|
|
4 |
|
|
|
(1,896 |
) |
|
As of June 30, 2022 |
|
$ |
(4,580 |
) |
|
$ |
45 |
|
|
$ |
(4,535 |
) |
|
Other comprehensive income (loss) |
|
|
(1,150 |
) |
|
|
6 |
|
|
|
(1,144 |
) |
|
As of September 30, 2022 |
|
$ |
(5,730 |
) |
|
$ |
51 |
|
|
$ |
(5,679 |
) |
|
|
|
Cumulative
Foreign
Currency
Translation
Adjustment |
|
|
Cumulative
Net Unrealized
Gain (Loss)
on Marketable
Securities,
Net of Tax |
|
|
Accumulated
Other
Comprehensive
Income (Loss) |
|
|
As of December 31, 2020 |
|
$ |
(2,836 |
) |
|
$ |
10 |
|
|
$ |
(2,826 |
) |
|
Other comprehensive income (loss) |
|
|
1,105 |
|
|
|
(4 |
) |
|
|
1,101 |
|
|
As of March 31, 2021 |
|
$ |
(1,731 |
) |
|
$ |
6 |
|
|
$ |
(1,725 |
) |
|
Other comprehensive income (loss) |
|
|
(602 |
) |
|
|
23 |
|
|
|
(579 |
) |
|
As of June 30, 2021 |
|
$ |
(2,333 |
) |
|
$ |
29 |
|
|
$ |
(2,304 |
) |
|
Other comprehensive income (loss) |
|
|
16 |
|
|
|
(4 |
) |
|
|
12 |
|
|
As of September 30, 2021 |
|
$ |
(2,317 |
) |
|
$ |
25 |
|
|
$ |
(2,292 |
) |
22
11. OTHER CURRENT AND LONG-TERM LIABILITIES
Other current liabilities consisted of the following (in thousands):
|
|
|
As of September 30, |
|
|
As of December 31, |
|
|
|
|
2022 |
|
|
2021 |
|
|
Accrued contractual interest on Merger Convertible Notes |
|
$ |
4,061 |
|
|
$ |
1,024 |
|
|
Liabilities for tax other than income tax |
|
|
975 |
|
|
|
1,210 |
|
|
Social security liabilities |
|
|
343 |
|
|
|
522 |
|
|
Current tax liabilities |
|
|
632 |
|
|
|
945 |
|
|
Accrued financial interest |
|
|
84 |
|
|
|
139 |
|
|
Capital leases |
|
|
47 |
|
|
|
65 |
|
|
VAT payables |
|
|
— |
|
|
|
476 |
|
|
Other miscellaneous |
|
|
2,936 |
|
|
|
3,893 |
|
|
Total other current liabilities |
|
$ |
9,078 |
|
|
$ |
8,274 |
|
Other long-term liabilities consisted of the following (in thousands):
|
|
|
As of September 30, |
|
|
As of December 31, |
|
|
|
|
2022 |
|
|
2021 |
|
|
Warrant liability |
|
$ |
39 |
|
|
$ |
889 |
|
|
Capital leases |
|
|
76 |
|
|
|
129 |
|
|
Interest rate swaps |
|
|
— |
|
|
|
35 |
|
|
Other miscellaneous |
|
|
670 |
|
|
|
787 |
|
|
Total other long-term liabilities |
|
$ |
785 |
|
|
$ |
1,840 |
|
12. GEOGRAPHIC INFORMATION
Revenue by geographic area is determined on the basis of the location of the customer, unless the delivery location is triggered by concentration criteria. The Company generates its revenue primarily in the United States, India and Italy. The following table sets forth revenue by geographic area for the three and nine months ended September 30, 2022 and 2021 (in thousands):
|
|
|
Three Months Ended September 30, |
|
|
Nine Months Ended September 30, |
|
|
|
|
2022 |
|
|
2021 |
|
|
2022 |
|
|
2021 |
|
|
United States |
|
$ |
35,933 |
|
|
$ |
25,305 |
|
|
$ |
87,970 |
|
|
$ |
41,397 |
|
|
India |
|
|
15,834 |
|
|
|
21,969 |
|
|
|
56,596 |
|
|
|
47,282 |
|
|
Italy |
|
|
16,162 |
|
|
|
20,547 |
|
|
|
49,317 |
|
|
|
55,798 |
|
|
Europe (excluding Italy) |
|
|
6,983 |
|
|
|
1,712 |
|
|
|
19,907 |
|
|
|
4,969 |
|
|
South America |
|
|
1,237 |
|
|
|
9,214 |
|
|
|
12,795 |
|
|
|
11,666 |
|
|
Rest of the world |
|
|
7,767 |
|
|
|
5,278 |
|
|
|
18,921 |
|
|
|
16,619 |
|
|
Total |
|
$ |
83,916 |
|
|
$ |
84,025 |
|
|
$ |
245,506 |
|
|
$ |
177,731 |
|
|
|
|
Three Months Ended September 30, |
|
|
Nine Months Ended September 30, |
|
|
|
|
2022 |
|
|
2021 |
|
|
2022 |
|
|
2021 |
|
|
United States |
|
|
42.7 |
% |
|
|
30.1 |
% |
|
|
35.8 |
% |
|
|
23.3 |
% |
|
India |
|
|
18.9 |
% |
|
|
26.1 |
% |
|
|
23.1 |
% |
|
|
26.6 |
% |
|
Italy |
|
|
19.3 |
% |
|
|
24.5 |
% |
|
|
20.1 |
% |
|
|
31.4 |
% |
|
Europe (excluding Italy) |
|
|
8.3 |
% |
|
|
2.0 |
% |
|
|
8.1 |
% |
|
|
2.8 |
% |
|
South America |
|
|
1.5 |
% |
|
|
11.0 |
% |
|
|
5.2 |
% |
|
|
6.6 |
% |
|
Rest of the world |
|
|
9.3 |
% |
|
|
6.3 |
% |
|
|
7.7 |
% |
|
|
9.3 |
% |
23
As of September 30, 2022, the majority of the Company’s long-lived assets are located in United States. The following table sets forth long-lived assets by geographic area as of September 30, 2022 and December 31, 2021 (in thousands):
|
|
|
As of September 30, |
|
|
As of December 31, |
|
|
|
|
2022 |
|
|
2021 |
|
|
United States |
|
$ |
10,712 |
|
|
$ |
10,027 |
|
|
India |
|
|
5,173 |
|
|
|
3,778 |
|
|
Italy |
|
|
4,501 |
|
|
|
4,391 |
|
|
Rest of the world |
|
|
721 |
|
|
|
615 |
|
|
Total |
|
$ |
21,107 |
|
|
$ |
18,811 |
|
|
|
|
As of September 30, |
|
|
As of December 31, |
|
|
|
|
2022 |
|
|
2021 |
|
|
United States |
|
|
50.8 |
% |
|
|
53.3 |
% |
|
India |
|
|
24.5 |
% |
|
|
20.1 |
% |
|
Italy |
|
|
21.3 |
% |
|
|
23.3 |
% |
|
Rest of the world |
|
|
3.4 |
% |
|
|
3.3 |
% |
13. COMMITMENTS AND CONTINGENCIES
Lease Commitments
The Company entered into various operating lease agreements that expire over various years in the next seven years. The Company’s Milan office lease contains an option to renew the lease for six years under terms and conditions set forth in the lease agreement. Certain of the Company’s leases contain provisions for rental adjustments. Operating lease rentals are expensed on a straight-line basis over the life of the lease beginning on the date the Company takes possession of the property. Rent expense was $413,000 and $426,000 for the three months ended September 30, 2022 and 2021, respectively. Rent expense was $1.2 million and $867,000 for the nine months ended September 30, 2022 and 2021, respectively.
Future minimum lease payments under leasing obligations as of September 30, 2022 are as follows (in thousands):
|
|
|
As of September 30, 2022 |
|
|
|
|
Operating Leases |
|
|
Capital Leases |
|
|
Total |
|
|
2022 (remaining three months) |
|
$ |
399 |
|
|
$ |
13 |
|
|
$ |
412 |
|
|
2023 |
|
|
985 |
|
|
|
52 |
|
|
|
1,037 |
|
|
2024 |
|
|
740 |
|
|
|
52 |
|
|
|
792 |
|
|
2025 |
|
|
688 |
|
|
|
15 |
|
|
|
703 |
|
|
2026 |
|
|
475 |
|
|
|
— |
|
|
|
475 |
|
|
2027 and thereafter |
|
|
751 |
|
|
|
— |
|
|
|
751 |
|
|
Total minimum lease payments |
|
$ |
4,038 |
|
|
$ |
132 |
|
|
$ |
4,170 |
|
Future minimum lease payment under capital leases as of September 30, 2022 consisted of the following (in thousands):
|
|
|
As of September 30, 2022 |
|
|
|
|
Capital Leases |
|
|
Total payments |
|
$ |
132 |
|
|
Less: interest portion |
|
|
9 |
|
|
Net capital lease obligation |
|
$ |
123 |
|
|
Less: current portion |
|
|
47 |
|
|
Long term portion |
|
$ |
76 |
|
The current and long-term portion of the future minimum lease payments under capital lease are included in the condensed consolidated balance sheet line item “Other current liabilities” and “Other long-term liabilities”, respectively.
24
Contingencies
As of September 30, 2022, the Company had contingent liabilities of $115,000, relating to a tax appeal of Solutions Infini for which no provision was recognized as its occurrence was deemed remote.
14. RESTRICTED STOCK UNITS (RSUs)
The following table sets forth the activity related to the number of outstanding RSUs for the nine months ended September 30, 2022:
|
|
|
Number of
shares |
|
|
Weighted-
average
grant date
fair value
(per share) |
|
|
Non-vested as of December 31, 2021 |
|
|
4,374,021 |
|
|
$ |
10.33 |
|
|
Vested |
|
|
(2,998,228 |
) |
|
$ |
7.59 |
|
|
Granted |
|
|
3,003,636 |
|
|
$ |
5.57 |
|
|
Cancelled |
|
|
(326,658 |
) |
|
$ |
9.47 |
|
|
Non-vested as of September 30, 2022 |
|
|
4,052,771 |
|
|
$ |
8.89 |
|
RSUs compensation expense for the three and nine months ended September 30, 2022 was $4.5 million and $19.7 million, respectively, which was recorded as follows (in thousands):
|
|
|
Three Months Ended September 30, |
|
|
Nine Months Ended September 30, |
|
|
|
|
2022 |
|
|
2021 |
|
|
2022 |
|
|
2021 |
|
|
Research and development |
|
$ |
779 |
|
|
$ |
1,311 |
|
|
$ |
3,401 |
|
|
$ |
3,088 |
|
|
Sales and marketing |
|
|
536 |
|
|
|
518 |
|
|
|
2,481 |
|
|
|
1,906 |
|
|
General and administrative |
|
|
3,142 |
|
|
|
3,991 |
|
|
|
13,824 |
|
|
|
10,096 |
|
|
Total |
|
$ |
4,457 |
|
|
$ |
5,820 |
|
|
$ |
19,706 |
|
|
$ |
15,090 |
|
As of September 30, 2022, there was $16.5 million of unrecognized compensation cost related to non-vested RSUs to be recognized over a weighted-average remaining period of 1.40 years.
15. INCOME TAXES
The tax expense and the effective tax rate resulting from operations were as follows (in thousands):
|
|
|
Three Months Ended September 30, |
|
|
Nine Months Ended September 30, |
|
|
|
|
2022 |
|
|
2021 |
|
|
2022 |
|
|
2021 |
|
|
Loss before income taxes |
|
$ |
(11,050 |
) |
|
$ |
(11,093 |
) |
|
$ |
(39,463 |
) |
|
$ |
(33,312 |
) |
|
Income tax expense (benefit) |
|
|
624 |
|
|
|
766 |
|
|
|
1,220 |
|
|
|
(6,608 |
) |
|
Effective tax rate |
|
|
(5.65 |
%) |
|
|
(6.91 |
%) |
|
|
(3.09 |
%) |
|
|
19.84 |
% |
The decrease in the effective tax rate for the three and nine months ended September 30, 2022, as compared to three and nine months ended September 30, 2021, was mainly driven by the effects of ASC 805 purchase accounting in the prior year.
The Company’s recorded effective tax rate is less than the U.S. statutory rate primarily due to the valuation allowance caused by a reduction in deferred tax liabilities, current tax expense in tax jurisdictions that provide for a valuation allowance, and foreign tax rate differentials from the U.S. domestic statutory tax rate.
The Company currently has valuation allowances recorded against its deductible temporary differences and net operating loss carryforwards in certain jurisdictions where the non-realizability of such deferred tax assets is concluded to be more likely than not. Each quarter, the Company evaluates all available evidence to assess the recoverability of its deferred tax assets in each jurisdiction, including significant events and transactions, both positive and negative, and the reversal of taxable temporary differences and forecasted earnings. As a result of the Company’s analysis, management concluded that it is more likely than not that a portion of its deferred tax assets will not be realized. Therefore, the Company continues to provide a valuation allowance against its deferred tax assets in certain jurisdictions. The Company continues to monitor available evidence and may reverse some or all of its remaining valuation allowance in future periods, if appropriate.
25
As of January 1, 2022, new tax regulations are in place in the US. In order to fully comply with these new requirements, research and development expenses can no longer be deducted when incurred but instead they will be capitalized only for tax purposes and will be amortized over a five or fifteen-year period. The amount to be capitalized for tax purposes will be determined as part of the annual tax provision calculation.
On August 16, 2022, the Inflation Reduction Act of 2022 (the “Act”) was signed into law. Many of the provisions are not expected to impact the Company. However, to the extent there are transactions classified as stock buybacks, the Company will assess, as part of the annual tax provision calculation, whether the new excise tax will impact any potential future transactions.
16. WARRANTS
The Company’s warrants are only exercisable for whole shares at $11.50 per share. Under the terms of the warrant agreement dated December 12, 2017 (the “Warrant Agreement”), the Company agreed to use its best efforts to file a new registration statement following the completion of the Business Combination, for the registration of the shares of common stock issuable upon exercise of the warrants. That registration statement was filed by the Company on May 4, 2020 and declared effective by the SEC on May 8, 2020. No fractional shares are issuable upon exercise of the warrants. If, upon exercise of the warrants, a holder would be entitled to receive a fractional interest in a share, the Company will, upon exercise, round down to the nearest whole number for the number of shares of common stock to be issued to the warrant holder. Each warrant became exercisable 30 days after the completion of the Business Combination and will expire five years after the completion of the Business Combination or earlier upon redemption or liquidation. Once the warrants became exercisable, the Company could redeem the outstanding warrants in whole and not in part at a price of $0.01 per warrant upon a minimum of 30 days’ prior written notice of redemption, only in the event that the last sale price of the Company’s shares of common stock equals or exceeds $18.00 per share for any 20 trading days within the 30-trading day period ending on the third trading day before the Company sends the notice of redemption to the warrant holders.
On April 12, 2021, the SEC issued a SEC Staff Statement on “Accounting and Reporting Considerations for Warrants Issued by Special Purpose Acquisition Companies (“SPACs”) (the “SEC Staff Statement”). The SEC Staff Statement addresses certain accounting and reporting considerations related to warrants of a kind similar to those issued by the Company at the time of its initial public offering in December 2019. Based on ASC 815-40, “Contracts in Entity’s Own Equity”, warrant instruments that do not meet the criteria to be considered indexed to an entity’s own stock shall be initially classified as liabilities at their estimated fair values. In periods subsequent to issuance, changes in the estimated fair value of the derivative instruments should be reported in the consolidated statements of operations. Following the SEC Staff Statement, management evaluated the fact pattern set forth within the Company’s Warrant Agreement and concluded that the warrants issued in connection with private placements that occurred in December 2017 and January 2018 concurrently with its initial public offering (the “Private Placement Warrants”) should have been recorded as a liability at fair value as the Private Placement Warrants were not considered to be indexed to the entity’s own stock. Because the transfer of Private Placement Warrants to anyone other than the initial purchasers or their permitted transferees would result in the Private Placement Warrants having substantially the same terms as warrants issued in the Company’s initial public offering, management determined that the fair value of each Private Placement Warrant approximated the fair value of its publicly traded warrants.
Management analyzed the impact of this error on the Company’s prior consolidated financial statements beginning from the date when the Private Placement Warrants were issued and concluded that the adjustments were immaterial to any period presented in previously issued consolidated financial statements and corrected this error in the three months ended March 31, 2021.
During the three and nine months ended September 30, 2022, the Company recorded interest income equal to $39,000 and $850,000, respectively, in the condensed consolidated statements of operation line item “Financial expense, net” for the change in fair value of the Private Placement Warrants.
On August 24, 2021, the Company entered into Warrant Repurchase Agreements with certain holders to repurchase warrants held by these holders for the purchase of an aggregate amount of 1,684,470 shares of the Company’s common stock. The warrants were initially issued by the Company in its initial public offering on December 7, 2017. Pursuant to the Warrant Repurchase Agreements, on August 27, 2021, the Company paid $3.25 per underlying share of common stock to repurchase these warrants, at an aggregate purchase price of $5.5 million for the surrender and cancellation of these warrants held by such holders.
As of September 30, 2022, there were 5,440,662 warrants outstanding.
26
17. NET LOSS PER SHARE
The following table sets forth the calculation of basic and diluted net loss per share during the period presented (in thousands, except share and per share data):
|
|
|
Three Months Ended September 30, |
|
|
Nine Months Ended September 30, |
|
|
|
|
2022 |
|
|
2021 |
|
|
2022 |
|
|
2021 |
|
|
Net loss |
|
$ |
(11,674 |
) |
|
$ |
(11,859 |
) |
|
$ |
(40,683 |
) |
|
$ |
(26,704 |
) |
|
Weighted average shares used to compute net loss per common share, basic and diluted |
|
|
44,650,611 |
|
|
|
41,554,876 |
|
|
|
43,436,329 |
|
|
|
35,404,231 |
|
|
Net loss per common share, basic and diluted |
|
$ |
(0.26 |
) |
|
$ |
(0.29 |
) |
|
$ |
(0.94 |
) |
|
$ |
(0.75 |
) |
The Company generated a net loss for each of the three and nine months ended September 30, 2022 and 2021. Accordingly, the effect of dilutive securities is not considered in the net loss per share for such periods because their effect would be anti-dilutive on the net loss per share.
For the three months ended September 30, 2022, the weighted average number of outstanding shares of common stock equivalents, which were excluded from the calculation of the diluted net loss per share as their effect would be anti-dilutive, was 9,982,104, and 10,827,900 for the three months ended September 30, 2021.
For the nine months ended September 30, 2022, the weighted average number of outstanding shares of common stock equivalents, which were excluded from the calculation of the diluted net loss per share as their effect would be anti-dilutive, was 10,058,289, and 11,395,380 for the nine months ended September 30, 2021.
18. TRANSACTIONS WITH RELATED PARTIES
During the three and nine months ended September 30, 2022 and 2021, related party transactions, other than compensation and similar arrangements in the ordinary course of business, were as follows:
|
|
i. |
Legal services rendered by a partner of Studio Legale Chiomenti, a family member of a key manager of the Company. Costs incurred by the Company for the above services were zero and $12,000, respectively, in the three and nine months ended September 30, 2022 (zero and $80,000, respectively, in the three and nine months ended September 30, 2021); |
|
|
ii. |
Alessandra Levy, the spouse of the Company’s Chief Executive Officer, Dario Calogero, is an employee within the marketing team of Kaleyra S.p.A. Ms. Levy received salary and benefits in the amount of $45,000 and $158,000, respectively, for the three and nine months ended September 30, 2022 ($58,000 and $182,000, respectively, in the three and nine months ended September 30, 2021); and |
|
|
iii. |
Pietro Calogero, the son of the Company’s Chief Executive Officer, Dario Calogero, is an employee within the research and development team of Kaleyra S.p.A. Mr. Pietro Calogero received salary and benefits in the amount of $10,000 and $38,000, respectively, for the three and nine months ended September 30, 2022 ($18,000 and $42,000, respectively, in the three and nine months ended September 30, 2021). |
The following table presents the expenses for transactions with related parties reported in the condensed consolidated statements of operations (in thousands):
|
|
|
Three Months Ended September 30, |
|
|
Nine Months Ended September 30, |
|
|
|
|
2022 |
|
|
2021 |
|
|
2022 |
|
|
2021 |
|
|
Research and development |
|
$ |
10 |
|
|
$ |
18 |
|
|
$ |
38 |
|
|
$ |
42 |
|
|
Sales and marketing |
|
|
45 |
|
|
|
58 |
|
|
|
158 |
|
|
|
182 |
|
|
General and administrative |
|
|
— |
|
|
|
— |
|
|
|
12 |
|
|
|
80 |
|
|
Financial expense, net |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
63 |
|
27
19. REVENUE
Revenue Recognition
Revenue is recognized upon transfer of control of promised products or services to customers using the Company’s Platforms in an amount that reflects the consideration Kaleyra expects to receive in exchange for those products or services. Kaleyra enters into contracts that can include various combinations of products and services, which are generally not capable of being distinct and are therefore accounted for as a series of distinct services under a single performance obligation in accordance with ASC 606-10-25-14 and ASC 606-10-25-15.
Revenue is recognized net of allowances for any credits and any taxes collected from customers, which are subsequently remitted to governmental authorities.
Kaleyra determines revenue recognition through the following steps:
• Identification of the contract, or contracts, with a customer;
• Identification of the performance obligations in the contract;
• Determination of the transaction price;
• Allocation of the transaction price to the performance obligations in the contract; and
• Recognition of revenue when, or as, the Company satisfies a performance obligation.
No significant judgments are required in determining whether products and services are considered distinct performance obligations and should be accounted for separately versus together, or to determine the stand-alone selling price.
Kaleyra’s arrangements do not contain general rights of return. The contracts do not provide customers with the right to take possession of the software supporting the applications. Amounts that have been invoiced are recorded in trade receivables and in revenue or deferred revenue depending on whether the revenue recognition criteria have been met.
Nature of Products and Services
Kaleyra’s revenue is primarily derived from usage-based fees earned from the sale of communications services offered through access to the Company’s Platforms typically to large enterprises as well as medium-sized customers.
Revenue is recognized upon the sending of a SMS, a voice pulse (a measurement unit of call duration, typically of thirty or sixty seconds), a license attributed to a user for the platform usage, message or by the authentication of a financial transaction of an end-user of the Company’s customer using the Company’s Platforms in an amount that reflects the consideration the Company expects to receive in exchange for those services which is generally based upon agreed fixed prices per unit.
Platforms access services are considered a monthly series comprised of one performance obligation and usage-based fees are recognized as revenue in the period in which the usage occurs. After usage occurs, there are no remaining obligations that would preclude revenue recognition. Revenue from usage-based fees represented 93% of total revenue for both the three and nine months ended September 30, 2022, and (92% and 95%, respectively, of total revenue for the three and nine months ended September 30, 2021).
Subscription-based fees are derived from certain term-based contracts, such as with the sales of short code subscriptions and customer support, which is generally one year. Term-based contract revenue is recognized on a ratable basis over the contractual term of the arrangement beginning on the date that the service is made available to the customer. Revenue from term-based fees represented 7% of total revenue for both the three and nine months ended September 30, 2022 (8% and 5%, respectively, of total revenue for the three and nine months ended September 30, 2021).
Deferred Revenue
Deferred revenue consists of advance cash payments from customers to be applied against future usage and customer billings in advance of revenues being recognized under the Company’s non-cancellable contracts. Deferred revenue is generally expected to be recognized during the succeeding 12-month period and is thus recorded as a current liability.
As of September 30, 2022 and December 31, 2021, the Company recorded $5.3 million and $9.6 million, respectively, as deferred revenue in its condensed consolidated balance sheets. In the three and nine months ended September 30, 2022, the Company recognized $1.4 million and $7.0 million, respectively, of revenue in its condensed consolidated statements of operations that was included in deferred revenue as of December 31, 2021.
28
Disaggregated Revenue
In general, revenue disaggregated by geography is aligned according to the nature and economic characteristics of the Company’s business and provides meaningful disaggregation of the Company’s results of operations. See Note 12 – Geographic Information – for details of revenue by geographic area.
20. SUBSEQUENT EVENTS
There were no significant reportable subsequent events that occurred after the balance sheet date but before financial statements were issued.
29
