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Filed Pursuant to Rule 424(b)(3)

Registration No. 333- 237992

KALEYRA, INC.

SUPPLEMENT NO. 1 TO

PROSPECTUS DATED MAY 8, 2020

THE DATE OF THIS SUPPLEMENT IS DECEMBER 30, 2020

This prospectus supplement (this “Supplement No. 1”) is part of the prospectus of Kaleyra, Inc. (the “Company”), dated May 8, 2020 (as amended from time to time, the “Prospectus”). This Supplement No. 1 supplements, modifies or supersedes certain information contained in the Prospectus. Any statement in the Prospectus that is modified or superseded is not deemed to constitute a part of the Prospectus, except as modified or superseded by this Supplement No. 1. Except to the extent that the information in this Supplement No. 1 modifies or supersedes the information contained in the Prospectus, this Supplement No. 1 should be read, and will be delivered, with the Prospectus. This Supplement No. 1 is not complete without, and may not be utilized except in connection with, the Prospectus.

The purpose of this Supplement No. 1 is to update and supplement the information in the Prospectus with respect to the information contained in the following reports of the Company:

 

   

The Company’s Current Report on Form 8-K as filed with the Securities and Exchange Commission (“SEC”) on December 14, 2020, which is attached hereto.

 

   

The Company’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2020, as filed with the SEC on November 9, 2020, which is attached hereto.

 

   

The Company’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2020, as filed with the SEC on August 10, 2020, which is attached hereto.

 

   

The Company’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2020, as filed with the SEC on May  15, 2020, and amended on May 19, 2020, which filings are attached hereto.

Additionally, this Supplement No.1 updates the information in the table that appears under the caption “Selling Securityholders” in the Prospectus by adding the information below with respect to certain persons not previously listed therein and also to update information for certain persons previously listed therein. The following table sets forth certain information provided by or on behalf of the selling securityholders listed below as of December 30, 2020, concerning the common stock and warrants that may be offered from time to time by each such selling securityholder. The revisions to the shares of common stock being offered as listed in the tables below represent shares of common stock that were distributed by GigAcquisitions, LLC (the “Sponsor”) to its members and GigFounders, LLC, to its members, as applicable. The Sponsor and GigFounders, LLC were previously identified as selling securityholders in the Prospectus. Capitalized terms not otherwise defined herein shall have the meaning given in the Prospectus.


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This Supplement No. 1 amends the below line items and the corresponding footnote 5, as applicable (without modifying footnotes 1 and 2 from the Prospectus):

 

     Shares of Common Stock      Warrants to Purchase Common Stock  
     Number
Beneficially
Owned
Prior to
Offering (1)
     Number
Registered
for Sale
Hereby
     Number
Beneficially
Owned
After
Offering
     Percent
Owned
After
Offering (2)
     Number
Beneficially
Owned
Prior to
Offering
     Number
Registered
for Sale
Hereby
     Number
Beneficially
Owned
After
Offering
     Percent
Owned
After
Offering (2)
 

GigAcquisitions, LLC (5)

     435,903        435,903        —          —          271,776        271,776        —          —    

Thomas Unterberg

     202,294        202,294        —          —          —          —          —          —    

Thomas Unterberg & Ann H. Unterberg TTEES Thomas I. Unterberg Declaration of Trust U/A/D 8/7/96

     151,721        151,721        —          —          —          —          —          —    

Thomas I. Unterberg TTEE Ellen U. Satloff Family Trust U/A/D 3/25/93

     50,574        50,574        —          —          —          —          —          —    

Thomas I. Unterberg TTEE Ellen U. Celli Family Trust U/A/D 3/22/93

     50,574        50,574        —          —          —          —          —          —    

Ann H. Unterberg

     50,574        50,574        —          —          —          —          —          —    

 

(5)

Represents shares held by the Sponsor. The shares held by the Sponsor are beneficially owned by Dr. Avi S. Katz, the Chairman of the Board of Directors of the Company, and the manager of the Sponsor, who has sole voting and dispositive power over the shares held by the Sponsor.

This Supplement No. 1 adds the following line items and footnotes:

 

                                                                                                                                                                                                 

Avi Katz (6)

     1,394,005        1,394,005        —          —          —          —          —          —    

Neil Miotto (7)

     154,890        154,890        —          —          —          —          —          —    

Quantum Partners LP

     639,961        639,961        —          —          —          —          —          —    

JS Capital LLC

     34,781        34,781        —          —          —          —          —          —    

Soros Capital LP

     20,868        20,868        —          —          —          —          —          —    


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(6)

Dr. Avi S. Katz is the Executive Chairman of the Board of Directors and Secretary of the Company, and served as the Company’s Founder, Executive Chairman of the Board, Chief Executive Officer, President and Secretary since October 2017 prior to the closing of the Business Combination. Dr. Avi Katz is also the manager of the Sponsor, who has sole voting and dispositive power over the shares held by the Sponsor and the Managing Member of GigFounders, LLC.

(7)

Mr. Miotto has served as a member of the Company’s Board of Directors since October 2017.

This Supplement No. 1 deletes the below line item and the corresponding footnote 6:

 

                                                                                                                                                                                                 

GigFounders, LLC (6)

     715,698        715,698        —          —          —          —          —          —    

 

(6)

Represents shares held by one of the members of the Sponsor which it received from the Sponsor. The shares held by GigFounders, LLC are beneficially owned by Dr. Avi S. Katz, and the Managing Member of GigFounders, LLC, who has sole voting and dispositive power over the shares held by GigFounders, LLC.

Investing in our securities involves a high degree of risk. You should review carefully the risks and uncertainties described under the heading “Risk Factors” beginning on page 3 of the Prospectus before buying our common stock and warrant.

Neither the SEC nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus supplement or the accompanying prospectus. Any representation to the contrary is a criminal offense.


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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): December 14, 2020

 

 

KALEYRA, INC.

(Exact Name of Registrant as Specified in Charter)

 

 

 

Delaware   001-38320   82-3027430

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

 

Via Marco D’Aviano, 2, Milano MI, Italy   20131
(Address of Principal Executive Offices)   (Zip Code)

+39 02 288 5841

(Registrant’s telephone number, including area code)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e 4(c))

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

 

Trading

Symbols

 

Name of each exchange

on which registered

Common Stock, par value $0.0001 per share   KLR   NYSE American LLC
Warrants, at an exercise price of $11.50 per share of Common Stock   KLR WS   NYSE American LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company  ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

 

 

 


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Item 1.01

Entry into a Material Definitive Agreement.

Third Amendment to Forward Share Purchase Agreement with Yakira

As previously disclosed on the Current Report on Form 8-K filed by Kaleyra, Inc., a Delaware corporation (the “Company”), filed with the Securities and Exchange Commission (the “SEC”) on November 20, 2019 (the “Agreement Current Report”), the Company entered into a Forward Share Purchase Agreement, dated as of November 19, 2019 (the “Forward Share Purchase Agreement”), with Yakira Capital Management, Inc. (“Yakira”). Pursuant to the terms of the Forward Share Purchase Agreement, Yakira may sell its shares of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), in the open market, at its sole discretion, as long as the sales price is above $10.50 per share.

As previously disclosed on the Current Report on Form 8-K filed with the SEC on February 12, 2020, the Company entered into the Amendment to the Forward Share Purchase Agreement with Yakira on February 7, 2020 (the “First Amendment”). The First Amendment provided that the Company will purchase from Yakira its 43,930 shares of Common Stock into which the rights (the “Rights Shares”) that Yakira held converted into upon the closing of the Company’s previously announced business combination with Kaleyra, S.p.A, which occurred on November 25, 2019 (the “Business Combination Closing Date”), at a purchase price of $10.93 per Rights Share as soon as practicable on or after the six month anniversary of the Business Combination Closing Date.

As previously disclosed on the Current Report on Form 8-K filed with the SEC on May 9, 2020, the Company entered into the Second Amendment to the Forward Share Purchase Agreement with Yakira on May 9, 2020 (the “Second Amendment”). The Second Amendment provided that the Company will purchase from Yakira its 43,930 Rights Shares as soon as practicable on or after December 31, 2020.

On December 11, 2020, the Company entered into the Third Amendment to the Forward Share Purchase Agreement (the “Third Amendment”). The Third Amendment provides that the Company will purchase from Yakira its 43,930 Rights Shares as soon as practicable on or after March 31, 2021, at a purchase price of $11.00 per Rights Share.

The foregoing description is only a summary of the Third Amendment, and is qualified in its entirety by reference to the full text of the Third Amendment, which is filed as Exhibit 10.1 hereto, and is incorporated herein by reference. The Third Amendment is included as an exhibit to this Current Report in order to provide investors and security holders with material information regarding its terms. The Third Amendment is not intended to provide any other factual information about or the Company or Yakira.

 

Item 9.01

Financial Statements and Exhibits.

 

(d)

Exhibits:

 

Exhibit

Number

  

Description

10.1    Amendment No. 3 to Forward Share Purchase Agreement, dated December  11, 2020, by and between Kaleyra, Inc. and Yakira Capital Management, Inc.
10.2    Amendment No. 2 to Forward Share Purchase Agreement, dated May  9, 2020, by and between GigCapital, Inc. and Yakira Capital Management, Inc. (Incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K  as filed with the SEC on May 9, 2020.)
10.3    Amendment to Forward Share Purchase Agreement, dated February  7, 2020, by and between GigCapital, Inc. and Yakira Capital Management, Inc. (Incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K  as filed with the SEC on February 12, 2020.)
10.4    Forward Share Purchase Agreement, dated November  19, 2019, by and between GigCapital, Inc. and Yakira Capital Management, Inc. (Incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K  as filed with the SEC on November 20, 2019).
104    Cover Page Interactive Data File (embedded within the Inline XBRL document).


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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: December 14, 2020

 

By:  

/s/ Dario Calogero

Name:   Dario Calogero
Title:   Chief Executive Officer and President


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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 10-Q

 

 

 

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2020

 

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from                      to                      

Commission File Number: 001-38320

 

 

KALEYRA, INC.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   82-3027430

(State or other jurisdiction of

incorporation or organization)

 

(I.R.S. Employer

Identification Number)

Via Marco D’Aviano, 2, Milano MI, Italy   20131
(Address of principal executive offices)   (Zip Code)

Registrant’s telephone number, including area code: +39 02 288 5841

(Former name or former address, if changed since last report): N/A

 

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

 

Trading

Symbols

 

Name of each exchange

on which registered

Common Stock, par value $0.0001 per share   KLR   NYSE American LLC
Warrants, at an exercise price of $11.50 per share of Common Stock   KLR WS   NYSE American LLC

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  ☒    No  ☐

Indicate by checkmark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files)    Yes  ☒    No  ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company, or an emerging growth company. See definitions of “large accelerated filer”, “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.:

 

Large accelerated filer      Accelerated filer  
Non-accelerated filer      Smaller reporting company  
     Emerging growth company  

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes  ☐    No  ☒

As of November 5, 2020, there were 29,325,581 shares of the Company’s common stock issued and outstanding.

 

 

 


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KALEYRA, INC.

Quarterly Report on Form 10-Q

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PART I – FINANCIAL INFORMATION    Page  

Item 1.

 

Condensed Consolidated Financial Statements (unaudited):

     1  
 

Condensed Consolidated Balance Sheets

     1  
 

Condensed Consolidated Statements of Operations

     2  
 

Condensed Consolidated Statements of Comprehensive Income (Loss)

     3  
 

Condensed Consolidated Statements of Stockholders’ Equity (Deficit)

     4  
 

Condensed Consolidated Statements of Cash Flows

     6  
 

Notes to Condensed Consolidated Financial Statements

     7  

Item 2.

 

Management’s Discussion and Analysis of Financial Condition and Results of Operations

     32  

Item 3.

 

Quantitative and Qualitative Disclosures About Market Risk

     47  

Item 4.

 

Controls and Procedures

     47  

PART II – OTHER INFORMATION

  

Item 1.

 

Legal Proceedings

     48  

Item 1A.

 

Risk Factors

     49  

Item 2.

 

Unregistered Sales of Equity Securities and Use of Proceeds

     53  

Item 3.

 

Defaults Upon Senior Securities

     53  

Item 4.

 

Mine Safety Disclosures

     53  

Item 5.

 

Other Information

     53  

Item 6.

 

Exhibits

     54  

Signatures

     55  


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Item 1 – Financial Statements

KALEYRA, INC.

Condensed Consolidated Balance Sheets

(Unaudited, in thousands, except share and per share data)

 

     September 30, 2020     December 31, 2019  

ASSETS

    

Current assets:

    

Cash and cash equivalents

   $ 31,514     $ 16,103  

Restricted cash

     —         20,894  

Short-term investments

     5,138       5,124  

Trade receivables, net

     40,006       39,509  

Prepaid expenses

     1,227       648  

Other current assets

     1,774       4,224  
  

 

 

   

 

 

 

Total current assets

     79,659       86,502  

Property and equipment, net

     5,825       3,393  

Intangible assets, net

     7,937       9,353  

Goodwill

     16,558       16,953  

Other long-term assets

     1,783       1,203  
  

 

 

   

 

 

 

Total Assets

   $ 111,762     $ 117,404  
  

 

 

   

 

 

 

LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)

    

Current liabilities:

    

Accounts payable

   $ 48,076     $ 63,320  

Debt for forward share purchase agreements

     480       34,013  

Notes payable

     —         1,667  

Notes payable due to related parties

     3,750       9,411  

Lines of credit

     4,567       3,627  

Current portion of bank and other borrowings

     9,675       7,564  

Deferred revenue

     1,519       1,397  

Preference shares

     —         683  

Preference shares due to related parties

     —         1,847  

Payroll and payroll related accrued liabilities

     3,819       1,038  

Other current liabilities

     1,759       1,379  
  

 

 

   

 

 

 

Total current liabilities

     73,645       125,946  

Long-term portion of bank and other borrowings

     33,462       16,134  

Long-term portion of notes payable

     2,700       —    

Long-term portion of notes payable due to related parties

     3,750       7,500  

Long-term portion of employee benefit obligation

     1,641       1,398  

Deferred tax liabilities

     1,093       2,045  

Other long-term liabilities

     1,335       3,155  
  

 

 

   

 

 

 

Total Liabilities

     117,626       156,178  
  

 

 

   

 

 

 

Commitments and contingencies (Note 13)

    

Stockholders’ equity (deficit):

    

Preferred stock, par value of $0.0001 per share; 1,000,000 shares authorized; no shares issued or outstanding

     —         —    

Common stock, par value of $0.0001 per share; 100,000,000 shares authorized as of September 30, 2020 and December 31, 2019; 31,273,139 shares issued and 28,475,081 shares outstanding as of September 30, 2020 and 19,977,113 shares issued and outstanding as of December 31, 2019

     3       2  

Additional paid-in capital

     89,574       2,143  

Treasury stock, at cost; 2,798,058 and 0 shares as of September 30, 2020 and December 31, 2019, respectively

     (30,431     —    

Accumulated other comprehensive income (loss)

     (1,733     74  

Accumulated deficit

     (63,277     (40,993
  

 

 

   

 

 

 

Total stockholders’ equity (deficit)

     (5,864     (38,774
  

 

 

   

 

 

 

Total liabilities and stockholders’ equity (deficit)

   $ 111,762     $ 117,404  
  

 

 

   

 

 

 

The accompanying notes are an integral part of these condensed consolidated financial statements.

 

1


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KALEYRA, INC.

Condensed Consolidated Statements of Operations

(Unaudited, in thousands, except share and per share data)

 

     Three Months Ended
September 30,
    Nine Months Ended September 30,  
     2020     2019     2020     2019  

Revenue

   $ 38,268     $ 35,329     $ 103,100     $ 93,925  

Cost of revenue

     30,763       28,321       86,511       75,645  
  

 

 

   

 

 

   

 

 

   

 

 

 

Gross profit

     7,505       7,008       16,589       18,280  
  

 

 

   

 

 

   

 

 

   

 

 

 

Operating expenses:

        

Research and development

     2,259       1,279       7,415       3,869  

Sales and marketing

     3,423       1,432       10,155       4,392  

General and administrative

     6,441       2,927       20,737       10,667  
  

 

 

   

 

 

   

 

 

   

 

 

 

Total operating expenses

     12,123       5,638       38,307       18,928  
  

 

 

   

 

 

   

 

 

   

 

 

 

Income (loss) from operations

     (4,618     1,370       (21,718     (648

Other income, net

     38       11       91       106  

Financial income (expense), net

     (468     (141     (1,027     (206

Foreign currency income (loss)

     (548     (260     (795     (402
  

 

 

   

 

 

   

 

 

   

 

 

 

Loss before income tax expense (benefit)

     (5,596     980       (23,449     (1,150

Income tax expense (benefit)

     (263     168       (1,165     719  
  

 

 

   

 

 

   

 

 

   

 

 

 

Net income (loss)

   $ (5,333   $ 812     $ (22,284   $ (1,869
  

 

 

   

 

 

   

 

 

   

 

 

 

Net income (loss) per common share, basic and diluted (1)

   $ (0.19   $ 0.08     $ (0.97   $ (0.17
  

 

 

   

 

 

   

 

 

   

 

 

 

Weighted-average shares used in computing net income (loss) per common share, basic and diluted (1)

     28,330,869       10,687,106       22,972,425       10,687,106  
  

 

 

   

 

 

   

 

 

   

 

 

 

 

(1)

Amounts for the three and nine months ended September 30, 2019 were retrospectively adjusted as a result of the accounting for the Business Combination (as defined below in the notes). Specifically, the number of common shares outstanding during periods before the Business Combination are computed on the basis of the number of common shares of Kaleyra S.p.A. (accounting acquiror) during those periods multiplied by the exchange ratio established in the stock purchase agreement. Common stock and net loss per common share, basic and diluted, were retrospectively adjusted accordingly.

The accompanying notes are an integral part of these condensed consolidated financial statements.

 

2


Table of Contents

KALEYRA, INC.

Condensed Consolidated Statements of Comprehensive Income (Loss)

(Unaudited, in thousands)

 

     Three Months Ended
September 30,
     Nine Months Ended September 30,  
     2020     2019      2020     2019  

Net income (loss)

   $ (5,333   $ 812      $ (22,284   $ (1,869
  

 

 

   

 

 

    

 

 

   

 

 

 

Other comprehensive income (loss):

         

Foreign currency translation adjustments

     (619     634        (1,812     952  

Net unrealized gain on marketable securities, net of tax (1)

     1       9        5       35  
  

 

 

   

 

 

    

 

 

   

 

 

 

Total other comprehensive income (loss)

     (618     643        (1,807     987  
  

 

 

   

 

 

    

 

 

   

 

 

 

Total comprehensive income (loss)

   $ (5,951   $ 1,455      $ (24,091   $ (882
  

 

 

   

 

 

    

 

 

   

 

 

 

 

(1)

The Company recorded $1,000 and $2,000 of tax expense on unrealized gain on marketable securities for the three and nine months ended September 30, 2020, respectively and $3,000 and $11,000 of tax expense on unrealized gain on marketable securities for the three and nine months ended September 30, 2019, respectively.

The accompanying notes are an integral part of these condensed consolidated financial statements.

 

3


Table of Contents

KALEYRA, INC.

Condensed Consolidated Statements of Stockholders’ Equity (Deficit)

(Unaudited, in thousands, except share data)

 

    Three Months Ended September 30, 2020  
    Common Stock    

Additional

Paid-in

    Treasury Stock    

Accumulated

Other

Comprehensive

    Accumulated    

Total

Stockholders’

Equity

 
    Shares     Amount     Capital     Shares     Amount     Income (Loss)     Deficit     (Deficit)  

Balance as of June 30, 2020

    27,999,713     $ 3     $ 74,284       2,258,510     $ (24,218   $ (1,115   $ (57,944   $ (8,990

Common stock repurchased in connection with forward share purchase agreements

    (539,548     —         6,213       539,548       (6,213     —         —         —    

Stock-based compensation (RSUs)

    30,000       —         4,922       —         —         —         —         4,922  

Proceeds from issuance of common stock in public offering, net of issuance costs

    984,916       —         4,155       —         —         —         —         4,155  

Net loss

    —         —         —         —         —         —         (5,333     (5,333

Other comprehensive loss

    —         —         —         —         —         (618     —         (618
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Balance as of September 30, 2020

    28,475,081     $ 3     $ 89,574       2,798,058     $ (30,431   $ (1,733   $ (63,277   $ (5,864
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

 

    Three Months Ended September 30, 2019  
    Common Stock     

Additional

Paid-in

       Treasury Stock    

Accumulated

Other

Comprehensive

    Accumulated    

Total

Stockholders’

Equity

 
    Shares     Amount      Capital(3)        Shares      Amount     Income (Loss)     Deficit     (Deficit)  

Balance as of June 30, 2019

    10,687,106     $ 1      $ 10,186          —        $ —       $ 375     $ (7,973   $ 2,589  

Net income

    —         —          —            —          —         —         812       812  

Other comprehensive income

    —         —          —            —          —         643       —         643  
 

 

 

   

 

 

    

 

 

      

 

 

    

 

 

   

 

 

   

 

 

   

 

 

 

Balance as of September 30, 2019 (3)

    10,687,106     $ 1      $ 10,186          —        $ —       $ 1,018     $ (7,161   $ 4,044  
 

 

 

   

 

 

    

 

 

      

 

 

    

 

 

   

 

 

   

 

 

   

 

 

 

 

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    Nine Months Ended September 30, 2020  
    Common Stock    

Additional

Paid-in

    Treasury Stock    

Accumulated

Other

Comprehensive

    Accumulated    

Total

Stockholders’

Equity

 
    Shares     Amount     Capital     Shares     Amount     Income (Loss)     Deficit     (Deficit)  

Balance as of December 31, 2019

    19,977,113     $ 2     $ 2,143       —       $ —       $ 74     $ (40,993   $ (38,774

Common stock repurchased in connection with forward share purchase agreements

    (2,798,058     —         30,431       2,798,058       (30,431     —         —         —    

Change in forward share purchase agreement liability

    —         —         1,671       —         —         —         —         1,671  

Stock-based compensation (RSUs)

    189,104       —         15,756       —         —         —         —         15,756  

Proceeds from issuance of common stock in public offering, net of issuance costs

    8,762,694       1       36,151       —         —         —         —         36,152  

Common stock issued to sellers (Earn-out 2019)

    1,763,633       —         —         —         —         —         —         —    

Common stock issued to settle a payable (1) (2)

    580,595       —         3,422       —         —         —         —         3,422  

Net loss

    —         —         —         —         —         —         (22,284     (22,284

Other comprehensive loss

    —         —         —         —         —         (1,807     —         (1,807
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Balance as of September 30, 2020

    28,475,081     $ 3     $ 89,574       2,798,058     $ (30,431   $ (1,733   $ (63,277   $ (5,864
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

 

     Nine Months Ended September 30, 2019  
     Common Stock     

Additional

Paid-in

       Treasury Stock     

Accumulated

Other

Comprehensive

     Accumulated    

Total

Stockholders’

Equity

 
     Shares      Amount      Capital(3)        Shares        Amount      Income (Loss)      Deficit     (Deficit)  

Balance as of December 31, 2018

     10,687,106      $ 1      $ 10,186          —          $ —        $ 31      $ (5,292   $ 4,926  

Net loss

     —          —          —            —            —          —          (1,869     (1,869

Other comprehensive income

     —          —          —            —            —          987        —         987  
  

 

 

    

 

 

    

 

 

      

 

 

      

 

 

    

 

 

    

 

 

   

 

 

 

Balance as of September 30, 2019 (3)

     10,687,106      $ 1      $ 10,186          —          $ —        $ 1,018      $ (7,161   $ 4,044  
  

 

 

    

 

 

    

 

 

      

 

 

      

 

 

    

 

 

    

 

 

   

 

 

 

 

(1)

On May 1, 2020, the Company issued to Cowen Investments II LLC (“Cowen”) and Chardan Capital Markets, LLC (“Chardan”) an aggregate of 440,595 shares of the Company’s common stock (“Settlement Shares”), consisting of 374,506 Settlement Shares issued to Cowen, and 66,089 Settlement Shares issued to Chardan, as a partial settlement of the amounts owed to Cowen and Chardan for financial advisory services provided by Cowen and Chardan to Kaleyra S.p.A. in connection with the previously consummated Business Combination.

(2)

On March 6, 2020, the Company issued to Northland Securities Inc. (“Northland”), 140,000 shares of the Company’s common stock as a partial settlement of the amounts owned to Northland for financial advisory services provided by Northland to Kaleyra S.p.A. in connection with the previously consummated Business Combination.

(3)

Amounts as of September 30, 2019 and before that date were retrospectively adjusted as a result of the accounting for the Business Combination (as defined in the notes). Specifically, the number of common shares outstanding during periods before the Business Combination are computed on the basis of the number of common shares of Kaleyra S.p.A. (accounting acquiror) during those periods multiplied by the exchange ratio established in the stock purchase agreement. Common stock and additional paid-in capital were adjusted accordingly.

The accompanying notes are an integral part of these condensed consolidated financial statements.

 

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KALEYRA, INC.

Condensed Consolidated Statements of Cash Flows

(Unaudited, in thousands)

 

     Nine Months Ended September 30,  
     2020     2019  

Cash Flows from Operating Activities:

    

Net loss

   $ (22,284   $ (1,869

Adjustments to reconcile net loss to net cash provided by (used in) operating activities:

    

Depreciation and amortization

     1,907       1,980  

Stock-based compensation, preference share and unpaid bonuses

     16,055       446  

Non-cash settlement of preference share liability

     (2,486     —    

Allowance for doubtful accounts

     144       75  

Employee benefit obligation

     376       228  

Non-cash interest expense, net

     151       437  

Deferred taxes

     (898     (724

Change in operating assets and liabilities:

    

Trade receivables

     921       (12,224

Other current assets

     1,884       (896

Other long-term assets

     (487     (514

Accounts payable

     (13,727     13,605  

Other current liabilities

     3,463       2,520  

Deferred revenue

     152       89  

Long-term liabilities

     815       (2,065
  

 

 

   

 

 

 

Net cash provided by (used in) operating activities

     (14,014     1,088  
  

 

 

   

 

 

 

Cash Flows from Investing Activities:

    

Purchase of short-term investments

     (7,917     (4,328

Sale of short-term investments

     7,815       2,493  

Purchase of property and equipment

     (969     (1,307

Sale of property and equipment

     16       —    

Capitalized software development costs

     (2,074     —    

Purchase of intangible assets

     (6     (14
  

 

 

   

 

 

 

Net cash used in investing activities

     (3,135     (3,156
  

 

 

   

 

 

 

Cash Flows from Financing Activities:

    

Payment of deferred consideration for the acquisition of Buc Mobile

     —         (4,000

Payment of deferred consideration for the acquisition of Solutions Infini

     —         (5,097

Change in line of credit

     749       20  

Borrowings on term loans

     24,437       16,670  

Repayments on term loans

     (6,344     (2,684

Repayments on notes payable

     (11,478     —    

Repurchase of common stock in connection with forward share purchase agreements

     (30,431     —    

Payments related to forward share purchase agreements

     (1,452     —    

Proceeds from issuance of stock in public offering, net of issuance costs

     36,152       —    
  

 

 

   

 

 

 

Net cash provided by financing activities

     11,633       4,909  
  

 

 

   

 

 

 

Effect of exchange rate changes on cash, cash equivalents and restricted cash

     33       (346
  

 

 

   

 

 

 

Net increase (decrease) in cash, cash equivalents and restricted cash

     (5,483     2,495  

Cash, cash equivalents and restricted cash, beginning of period (1)

     36,997       8,207  
  

 

 

   

 

 

 

Cash, cash equivalents and restricted cash, end of period (1)

   $ 31,514     $ 10,702  
  

 

 

   

 

 

 

Supplemental disclosures of cash flow information:

    

Cash paid for interest

   $ 737     $ 296  

Cash paid for income taxes

   $ —       $ 432  

Non-cash financing activities:

    

Change in value of forward share purchase agreements

   $ (1,671   $ —    

Common stock issued to settle a payable

   $ 3,123     $ —    

Note payable issued to settle a payable

   $ 3,100     $ —    

 

(1)

As of September 30, 2020, includes $31.5 million of cash and cash equivalents and zero of restricted cash; as of December 31, 2019, includes $16.1 million of cash and cash equivalents and $20.9 million of restricted cash.

The accompanying notes are an integral part of these condensed consolidated financial statements.

 

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KALEYRA, INC.

Notes to Condensed Consolidated Financial Statements

(Unaudited)

1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS

Kaleyra, Inc., formerly GigCapital, Inc., (“Kaleyra,” the “Company,” “we,” “us,” and “our” refer to Kaleyra, Inc. and all of its consolidated subsidiaries) was incorporated in Delaware on October 9, 2017. The Company was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses.

On December 12, 2017, the Company completed the initial closing of its initial public offering (the “IPO”) whereby the Company sold 12,500,000 Units at a price of $10.00 per Unit. On January 9, 2018, the Company completed the second closing of the IPO with the exercise of the over-allotment option with the consummation of the sale of an additional 1,875,000 Units at a price of $10.00 per Unit. Each Unit consisted of one share of the Company’s common stock, $0.0001 par value, three-fourths (3/4) of one warrant to purchase one share of common stock (the “Warrants”), and one right to receive one-tenth (1/10) of one share of common stock upon consummation of a business combination (the “Rights”). Warrants will only be exercisable for whole shares at $11.50 per share. On January 16, 2018, the Company announced that the holders of the Company’s Units may elect to separately trade the securities underlying such Units which commenced on January 17, 2018. No fractional warrants were issued upon separation of the Units and only whole warrants will trade. Any Units that were not separated, prior to the consummation of the Company’s business combination, continued to trade on the New York Stock Exchange under the symbol “GIG.U”. Any underlying shares of common stock, warrants and rights that were separated, prior to the consummation of the Company’s business combination, traded on the New York Stock Exchange under the symbols “GIG,” “GIG.WS” and “GIGr,” respectively.

On February 22, 2019, the Company entered into a stock purchase agreement (the “Stock Purchase Agreement”) by and among the Company, Kaleyra S.p.A., Shareholder Representative Services LLC, (the “Seller Representative”) as representative for the holders of the ordinary shares of Kaleyra S.p.A. immediately prior to the closing of the Business Combination, and all of the stockholders of all of the Kaleyra S.p.A. stock (collectively, such Kaleyra S.p.A. stockholders, the “Sellers”), for the purpose of the Company acquiring all of the shares of Kaleyra S.p.A.

Kaleyra S.p.A. is a cloud communications software provider delivering secure Application Protocol Interfaces (“APIs”) and connectivity solutions in the API/Communication Platform as a Service or CPaaS market, headquartered in Milan, Italy and with operations in Italy, India, Dubai and the United States. Kaleyra S.p.A.’s solutions include identity authentication, mobile and voice notifications on transactions, and banking services authorizations, most notably via different integrated mobile channels through its platform.

On November 25, 2019, the Business Combination with Kaleyra S.p.A. (the “Business Combination”) was completed.

Effective as of the closing of the Business Combination, the Company changed its name to Kaleyra, Inc. Upon the consummation of the Business Combination, the Company also changed its fiscal year end to December 31st from its previous fiscal year ending September 30th, such change first being effective for its fiscal year ended December 31, 2019. For accounting purposes, Kaleyra S.p.A. was deemed the acquiror in the Business Combination.

The Business Combination was accounted for as a reverse recapitalization in accordance with accounting principles generally accepted in the United States of America (“US GAAP”). Under this method of accounting, Kaleyra, Inc. has been treated as the “acquired” company for financial reporting purposes. Accordingly, for accounting purposes, the Business Combination has been treated as the equivalent of Kaleyra S.p.A. issuing stock for the net assets of Kaleyra, Inc., accompanied by a recapitalization.

As a result of the accounting for the Business Combination, the number of common shares authorized and outstanding during periods prior to the Business Combination, have been retrospectively adjusted to reflect the exchange ratio established in the Business Combination. The common stock and additional paid-in capital have also been retrospectively adjusted accordingly. Specifically, the number of common shares outstanding during periods prior to the Business Combination have been computed on the basis of the number of common shares of Kaleyra S.p.A. (accounting acquiror) during those periods multiplied by the exchange ratio established in the Stock Purchase Agreement. Accordingly, weighted-average shares outstanding for purposes of the net loss per share calculation have been retrospectively adjusted to reflect the exchange ratio established in the Business Combination. See Note 16 – Net Loss Per Share – for further details.

Upon the closing of the Business Combination, the Company’s rights and Units ceased trading, and the Company’s common stock began trading on the NYSE American stock exchange under the symbol “KLR”. Furthermore, on December 2, 2019, Kaleyra’s warrants began trading on the NYSE American stock exchange as “KLR WS”.

 

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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 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 our 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 Kaleyra and our consolidated subsidiaries for all periods presented. The results of operations for the three and nine months ended September 30, 2020 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 our consolidated financial statements and the notes thereto included in our 2019 Annual Report on Form 10-K filed with the Securities and Exchange Commission (the “SEC”) on April 22, 2020.

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, among others, 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

In connection with Accounting Standards Update (“ASU”) 2014-15, Presentation of Financial Statements-Going Concern (Subtopic 205-40), Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern, the Company evaluated its ability to continue as a going concern. The Company has negative cash flows from operating activities as of September 30, 2020. The condensed consolidated balance sheet as of September 30, 2020 includes total current assets of $79.7 million and total current liabilities of $73.6 million, resulting in net assets of $6.0 million.

The Business Combination generated significant obligations including (i) $13.1 million of liabilities related to non-recurring Business Combination transaction related costs; (ii) $15.0 million of deferred consideration to sellers in the Business Combination transaction (iii) $13.2 million of net obligations under certain forward share purchase agreements entered into by GigCapital, Inc. prior to the Business Combination; and (iv) $3.6 million of notes payable acquired as a result of the Business Combination. As of September 30, 2020, the Company still had the following obligations as a result of the Business Combination:

(i) $2.7 million of liabilities related to non-recurring Business Combination transaction related costs;

(ii) $7.5 million of deferred consideration to sellers in the Business Combination transaction; and

(iii) $480,000 of obligations under certain forward share purchase agreements entered into by GigCapital Inc. prior to the Business Combination.

On June 24, 2020, the Company entered into an Underwriting Agreement (the “Underwriting Agreement”) with Oppenheimer & Co. Inc. and Nomura Securities International, Inc. acting as joint book-running managers and as representatives of the underwriters named therein (collectively, the “Underwriters”) relating to the issuance and sale of 7,777,778 shares of the Company’s common stock, par value $0.0001 per share (the “Offering”). The price to the public in the Offering was $4.50 per share, before underwriting discounts and commissions. Under the terms of the Underwriting Agreement, the Company has granted the Underwriters an option, exercisable for 30 days, to purchase up to an additional 1,166,666 shares of common stock at the public offering price less underwriting discounts. The Offering closed on June 29, 2020 and resulted in net proceeds to the Company of approximately $32.0 million, after deducting underwriting discounts and commissions and estimated Offering expenses payable by the Company, assuming no exercise by the Underwriters of their option to purchase additional shares of common stock.

On July 22, 2020, the Underwriters issued notice under the terms of the Underwriting Agreement, that they were partially exercising and closed on their option to purchase an additional 984,916 shares of common stock of the Company at the public offering price less underwriting discounts. On the settlement date of July 24, 2020, the additional net proceeds from the overallotment option amounted to $4.2 million, after deducting underwriting discounts and commissions and estimated Offering expenses payable by the Company.

Considering the effects of the Offering described above and the typical financial cycle of Kaleyra, Kaleyra’s management believes that the Company’s cash, cash flows from operations, debt and equity financings 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

The Company’s results are affected by the business cycles of its customer base, which generally results in stronger revenue in the fourth quarter of the calendar year. We believe this variability is largely due to the market demand for our customers’ and/or business partners’ services due to higher levels of purchasing activity in the holiday season. As a result of our historically higher portion of sales in the fourth quarter of each year, our cost of revenue increases during such period relative to any increase in revenue. The increase in cost of revenue and other impacts of seasonality may affect profitability in a given quarter.

Principles of Consolidation

The condensed consolidated financial statements include the Company and its wholly owned subsidiaries, including Kaleyra S.p.A., Solutions Infini and Buc Mobile, which represent its major operations. All significant intercompany balances and transactions have been eliminated in consolidation.

Use of Estimates

The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. These estimates are used for, but not limited to, allowance for doubtful accounts; valuation of the Company’s stock-based awards; recoverability of long-lived and intangible assets; capitalization and useful life of the Company’s capitalized internal-use software development costs; fair value of acquired intangible assets and goodwill; accruals and contingencies, including tax related provision and valuation allowance on deferred taxes. Estimates are based on historical experience and on various assumptions that the Company believes are reasonable under current circumstances. However, future events are subject to change and best estimates and judgments may require further adjustments; therefore, actual results could differ materially from those estimates. Management periodically evaluates such estimates and they are adjusted prospectively based upon such periodic evaluation. 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 recent outbreak of a novel strain of the coronavirus (“COVID-19”).

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 cash and cash equivalents 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, 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 months ended September 30, 2020 and 2019, there was one customer that individually accounted for more than 10% of the Company’s consolidated total revenues. In both the nine months ended September 30, 2020 and 2019, there was one customer that individually accounted for more than 10% of the Company’s consolidated total revenues. In the three months ended September 30, 2020, revenues generated by that one customer accounted for $4.9 million. In the three months ended September 30, 2019, revenues generated by that one customer accounted for $3.5 million. In the nine months ended September 30, 2020, revenues generated by that one customer accounted for $10.5 million. In the nine months ended September 30, 2019, revenues generated by that one customer accounted for $9.7 million. As of September 30, 2020 and December 31, 2019, no individual customer accounted for more than 10% of the Company’s consolidated total trade receivables.

Reclassifications

Certain reclassifications have been made to the 2019 presentation to conform to the current period’s presentation, none of which had an effect on total assets, total liabilities, stockholders’ equity (deficit), or net loss.

Recent Accounting Pronouncements

In August 2020, the Financial Accounting Standards Board (“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”, with the purpose to simplify the accounting for convertible instruments by removing certain separation models in Subtopic 470-20, Debt—Debt with Conversion and Other Options, for convertible instruments. Under the amendments in this update, embedded conversion features no longer are separated from the host contract for convertible instruments with conversion features that are not required to be accounted for as derivatives under Topic 815, Derivatives and Hedging, or that do not result in substantial premiums accounted for as paid-in capital. Consequently, a convertible

 

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debt instrument will be accounted for as a single liability measured at its amortized cost and a convertible preferred stock will be accounted for as a single equity instrument measured at its historical cost, as long as no other features require bifurcation and recognition as derivatives. By removing those separation models, the interest rate of convertible debt instruments typically will be closer to the coupon interest rate when applying the guidance in Topic 835, Interest. Further, the amendments in this update to the derivatives scope exception for contracts in an entity’s own equity change the population of contracts that are recognized as assets or liabilities. For a freestanding instrument, if the instrument qualifies for the derivatives scope exception under the amendments, an entity should record the instrument in equity. For an embedded feature, if the feature qualifies for the derivatives scope exception under the amendments, an entity should no longer bifurcate the feature and account for it separately. The amendments in this update are effective for public business entities that meet the definition of a SEC filer, excluding emerging growth companies and entities eligible to be smaller reporting companies as defined by the SEC, for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. For all other entities, the amendments are effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years. Early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020, including interim periods within those fiscal years. The Company is currently evaluating the impact of this standard on its condensed consolidated financial statements.

In June 2020, the Financial Accounting Standards Board (“FASB”) issued ASU 2020-05 “Revenue from contracts with customers (Topic 606) and Leases (Topic 842): Effective dates for certain entities”, 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) Accounting Standards Update No. 2014-09, Revenue from Contracts with Customers (Topic 606) (Revenue); ii) Accounting Standards Update No. 2016-02, Leases (Topic 842) (Leases). In November 2019, the Board issued ASU 2019-10 “Financial Instruments—Credit Losses (Topic 326), Derivatives and Hedging (Topic 815), and Leases (Topic 842): Effective Dates”. The amendments in this ASU 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. Early application continues to be allowed. In Update 2019-10, the Board noted that challenges associated with transition to a major update are often magnified for private companies and smaller public companies. Those challenges have been significantly amplified by the current business and capital market disruptions caused by the COVID-19 pandemic. For this reason FASB issued the amendments in this 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, 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 is currently evaluating the impact of this standard on its condensed consolidated financial statements.

In March 2020, the Financial Accounting Standards Board (“FASB”) issued ASU 2020-04 “Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting”, which provides optional guidance for a limited period of time to ease the potential burden in accounting for (or recognizing the effects of) reference rate reform on financial reporting. The amendments in this ASU provide optional expedients and exceptions for applying generally accepted accounting principles (GAAP) to contracts, hedging relationships, and other transactions affected by reference rate reform if certain criteria are met. The amendments apply to contract modifications that replace a reference rate (e.g. LIBOR) affected by reference rate reform and contemporaneous modifications of other contract terms related to the replacement of the reference rate (including contract modifications to add or change fallback provisions). The following optional expedients for applying the requirements of certain Topics or Industry Subtopics in the Codification are permitted for contracts that are modified because of reference rate reform and that meet certain scope guidance: (i) modifications of contracts within the scope of Topics 310, Receivables, and 470, Debt, should be accounted for by prospectively adjusting the effective interest rate; (ii) modifications of contracts within the scope of Topics 840, Leases, and 842, Leases, should be accounted for as a continuation of the existing contracts with no reassessments of the lease classification and the discount rate or remeasurements of lease payments. For other Topics or Industry Subtopics in the Codification, the amendments also include a general principle that permits an entity to consider contract modifications due to reference rate reform to be an event that does not require contract remeasurement at the modification date or reassessment of a previous accounting determination. When elected, the optional expedients for contract modifications must be applied consistently for all eligible contracts or eligible transactions within the relevant Topic or Industry Subtopic. The amendments in this ASU are effective for all entities as of March 12, 2020 through December 31, 2022. The Company adopted the amendments, and the adoption did not have a material impact on its condensed consolidated financial statements.

 

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In March 2020, the FASB issued ASU 2020-03 “Codification Improvements to Financial Instruments”, which improves various financial instruments Topics in the Codification in order to increase stakeholder awareness of the amendments and to expedite the improvement process. The amendments in this ASU clarify or address stakeholders’ specific issues as described below:

 

  i.

Issue 1: Fair Value Option Disclosures: The amendments clarify that all entities are required to provide the fair value option disclosures in paragraphs 825-10-50-24 through 50-32.

 

  ii.

Issue 2: Applicability of Portfolio Exception in Topic 820 to Nonfinancial Items: Paragraphs 820-10-35-2A(g) and 820-10-35-18L are amended to include the phrase nonfinancial items accounted for as derivatives under Topic 815 to be consistent with the previous amendments to Section 820-10-35.

 

  iii.

Issue 3: Disclosures for Depository and Lending Institutions: The amendments clarify that the disclosure requirements in Topic 320 apply to the disclosure requirements in Topic 942 for depository and lending institutions.

 

  iv.

Issue 4: Cross-Reference to Line-of-Credit or Revolving-Debt Arrangements Guidance in Subtopic 470-50: The amendments improve the understandability of the guidance.

 

  v.

Issue 5: Cross-Reference to Net Asset Value Practical Expedient in Subtopic 820-10: The amendments improve the understandability of the guidance.

 

  vi.

Issue 6: Interaction of Topic 842 and Topic 326: The amendments clarify that the contractual term of a net investment in a lease determined in accordance with Topic 842 should be the contractual term used to measure expected credit losses under Topic 326.

 

  vii.

Issue 7: Interaction of Topic 326 and Subtopic 860-20: The amendments to Subtopic 860- 20 clarify that when an entity regains control of financial assets sold, an allowance for credit losses should be recorded in accordance with Topic 326.

For Issue 1, 2, 4 and 5, for public business entities, the amendments are effective upon issuance of this final ASU. For all other entities, including emerging growth companies as defined in the JOBS Act, the amendments are effective for fiscal years beginning after December 15, 2019, and interim periods within those fiscal years beginning after December 15, 2020. Early application is permitted. The Company adopted the amendments in the three-month period ended March 31, 2020, and the adoption did not have a material impact on its condensed consolidated financial statements.

For Issue 3, the effective dates and transition requirements for the amendments are the same as the effective dates and transition requirements in ASU 2019-04, for the guidance related to the amendments in ASU 2016-01. The effective date of ASU 2019-04 for the amendments to ASU 2016-01 is for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. The Company adopted the amendments in the three-month period ended March 31, 2020, and the adoption did not have a material impact on its condensed consolidated financial statements.

For Issue 6 and 7, the effective dates and transition requirements for the amendments are the same as the effective dates and transition requirements in ASU 2016-13. For entities that have not adopted the amendments in ASU 2016-13, the effective dates and the transition requirements for these amendments are the same as the effective date and transition requirements in ASU 2016-13 which for an emerging growth company is in 2023. Early adoption is permitted in any interim period as long as the entity has adopted the amendments in ASU 2016-13. The Company is currently evaluating the impact of this standard on its condensed consolidated financial statements.

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 applies to all registrants that are creditors in loan transactions that, individually or in the aggregate, have a material effect on the registrant’s financial condition. This ASU guidance is applicable upon a registrant’s adoption of Accounting Standards Codification (“ASC”) Topic 326. On November 15, 2019, the FASB delayed the effective date of ASC Topic 326 for certain small public companies and other private companies. As amended, the effective date of ASC Topic 326 was delayed until fiscal years beginning after December 15, 2022 for U.S. Securities and Exchange Commission (“SEC”) filers that are eligible to be smaller reporting companies under the SEC’s definition, as well as private companies and not-for-profit entities. The Company is currently evaluating the impact of this standard on its condensed consolidated financial statements.

In January 2020, the FASB issued ASU 2020-01 “Investments—Equity Securities (Topic 321), Investments—Equity Method and Joint Ventures (Topic 323), and Derivatives and Hedging (Topic 815)”, clarifying the Interactions between Topic 321, Topic 323, and Topic 815. The amendments in this ASU clarify the interaction of the accounting for equity securities under Topic 321 and investments accounted for under the equity method of accounting in Topic 323 and the accounting for certain forward contracts and purchased options accounted for under Topic 815. The amendments clarify that: (a) an entity should consider observable transactions that require it to either apply or discontinue the equity method of accounting for the purposes of applying the measurement alternative in accordance with Topic 321 immediately before applying or upon discontinuing the equity method; (b) an entity should not consider

 

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whether, upon the settlement of the forward contract or exercise of the purchased option, individually or with existing investments, the underlying securities would be accounted for under the equity method in Topic 323 or the fair value option in accordance with the financial instruments guidance in Topic 825. For public business entities, the amendments in this ASU are effective for fiscal years beginning after December 15, 2020, and interim periods within those fiscal years. For all other entities, including emerging growth companies as defined in the JOBS Act, the amendments are effective for fiscal years beginning after December 15, 2021, and interim periods within those fiscal years. Early adoption is permitted, including early adoption in an interim period, (1) for public business entities for periods for which financial statements have not yet been issued and (2) for all other entities for periods for which financial statements have not yet been made available for issuance. The Company is currently evaluating the impact of this standard on its condensed consolidated financial statements.

In August 2018, the FASB issued ASU 2018-13, “Fair Value Measurement (Topic 820) Disclosure Framework—Changes to the Disclosure Requirements for Fair Value Measurement”. The amendments under ASU 2018-13 remove, add, and modify certain disclosure requirements on fair value measurements in ASC 820. In particular, the following disclosure were added: (i) The changes in unrealized gains and losses for the period included in other comprehensive income for recurring Level 3 fair value measurements held at the end of the reporting period; (ii) The range and weighted average of significant unobservable inputs used to develop Level 3 fair value measurements. The amendments are effective for all entities for fiscal years, and interim periods within those years, beginning after December 15, 2019. The amendments on changes in unrealized gains and losses, and the range and weighted average of significant unobservable inputs used to develop Level 3 fair value measurements should be applied prospectively for only the most recent interim or annual period presented in the initial fiscal year of adoption. All other amendments should be applied retrospectively to all periods presented upon their effective date. The Company adopted the amendments in the three-month period ended March 31, 2020, and the adoption did not have a material impact on its condensed consolidated financial statements.

3. FAIR VALUE MEASUREMENTS

The following tables provide the assets and liabilities measured at fair value on a recurring basis as of September 30, 2020 and December 31, 2019 (in thousands):

 

     Fair Value Hierarchy as of
September 30, 2020
     Aggregate  
     Level 1      Level 2      Level 3      Fair Value  

Assets:

           

Mutual funds (1)

   $ 579      $ —        $ —        $ 579  

Certificates of deposit (2)

     —          4,559        —          4,559  
  

 

 

    

 

 

    

 

 

    

 

 

 

Total Assets

   $ 579      $ 4,559      $ —        $ 5,138  
  

 

 

    

 

 

    

 

 

    

 

 

 

Liabilities:

           

Interest Rate Swap (3)

   $ —        $ 121      $ —        $ 121  

Debt for forward share purchase agreements (4)

     —          480        —          480  
  

 

 

    

 

 

    

 

 

    

 

 

 

Total Liabilities

   $ —        $ 601      $ —        $ 601  
  

 

 

    

 

 

    

 

 

    

 

 

 

 

(1)

Included in the condensed consolidated balance sheets line item “Short-term investments”.

(2)

Included in the condensed consolidated balance sheets line item “Short-term investments”, with maturity terms between 4 and 12 months held in India.

(3)

Included in the condensed consolidated balance sheets line item “Other long-term liabilities”.

(4)

Based on the information available at the reporting date, debt for forward share purchase agreements have been determined as the present value to be paid at settlement in case the counterparty exercises the put option.

 

     Fair Value Hierarchy as of
December 31, 2019
     Aggregate  
     Level 1      Level 2      Level 3      Fair Value  

Assets:

           

Mutual funds (1)

   $ 5,124      $ —        $ —        $ 5,124  
  

 

 

    

 

 

    

 

 

    

 

 

 

Total Assets

   $ 5,124      $ —        $ —        $ 5,124  
  

 

 

    

 

 

    

 

 

    

 

 

 

Liabilities

           

Interest Rate Swap (2)

   $ —        $ 80      $ —        $ 80  

Preference shares (3)

     —          —          2,530        2,530  

Debt for forward share purchase agreements (4)

     —          34,013        —          34,013  
  

 

 

    

 

 

    

 

 

    

 

 

 

Total Liabilities

   $ —        $ 34,093      $ 2,530      $ 36,623  
  

 

 

    

 

 

    

 

 

    

 

 

 

 

(1)

Included in the condensed consolidated balance sheets line item “Short-term investments”.

 

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(2)

Included in the condensed consolidated balance sheets line item “Other long-term liabilities”.

(3)

Based on the information available at the reporting date, the preference shares liability was estimated on the basis of present value of the expected future cash flows contractually due in connection with the achievement of specified levels of EBITDA of Solutions Infini for the year ended March 31, 2020. Such cash flows are contractually predetermined and the maximum pay-out was assumed in determining the estimate which is primarily based on the expected EBITDA sourced from the most updated business plan, which represented management best estimates and was significantly above the targeted EBITDA. Changes in the liability during the period are due to (i) compensation expense accrued on a straight-line basis during period; (ii) accrued interest expense due to the fact that the obligation was to be settled in 2020; and (iii) exchange rate differences. No fair value changes were recognized during the period.

(4)

Based on the information available at the reporting date, debt for forward share purchase agreements have been determined as the present value to be paid at settlement in case the counterparty exercises the put option.

The values of short-term investments as of September 30, 2020 and as of December 31, 2019 were as follows (in thousands):

 

     As of September 30, 2020      As of December 31, 2019  
     Cost      Unrealized
Gains
     Unrealized
Losses
     Fair Value      Cost      Unrealized
Gains
     Unrealized
Losses
    Fair Value  

Mutual funds

   $ 578      $ 1      $ —        $ 579      $ 5,129      $ 1      $ (6   $ 5,124  

Certificates of deposit

     4,559        —          —          4,559        —          —          —         —    

The following table presents changes during the three and nine months ended September 30, 2020 in Level 3 assets and liabilities measured at fair value on a recurring basis (in thousands):

 

     Fair
Value
Beginning
of Period
     Net
Realized
and
Unrealized
(Gains)
Losses
Included
in Income
    Other
Comprehensive
(Income)
Loss
    Purchases,
Sales,
Issuances
and

Settlements,
Net
    Change in
Scope of
Consolidation
     Gross
Transfers
In
     Fair
Value
End of
Period
 

Three and nine months ended September 30, 2020

                 

Liabilities:

                 

Preference shares

   $ 2,530      $ (2,486   $ (42   $ (2   $ —        $ —        $ —    

There were no transfers of liabilities into or out of Level 2 or Level 3 for the three and the nine months ended September 30, 2020.

Net realized and unrealized (gains) and losses included in income related to Level 3 liabilities shown above are reported in the condensed consolidated statements of operations as follows (in thousands):

 

     Research
and
development
    Sales
and
marketing
    General
and
administrative
    Financial
income

(expense),
net
    Foreign
currency
Income
(loss)
     Total  

Nine months ended September 30, 2020

             

Liabilities:

             

Preference shares

   $ (941   $ (372   $ (756   $ (417   $ —        $ (2,486

Nine months ended September 30, 2019

             

Liabilities:

             

Preference shares

     203       80       163       189       —          635  

 

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4. DERIVATIVE FINANCIAL INSTRUMENTS

The gross notional amount of interest rate swap derivative contracts not designated as hedging instruments, outstanding as of September 30, 2020 and December 31, 2019, was €10.3 million ($12.1 million) and €6.3 million ($7.0 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

   2020      2019      2020     2019  

Interest Rate Swap

   Financial income (expense), net    $ 9      $ 4      $ (35   $ (19

Foreign Exchange Forward

   Financial income (expense), net      —          113        —         362  
     

 

 

    

 

 

    

 

 

   

 

 

 

Total

      $ 9      $ 117      $ (35   $ 343  
     

 

 

    

 

 

    

 

 

   

 

 

 

The following table presents the fair value and the location of derivative contracts reported in the condensed consolidated balance sheets (in thousands):

 

Derivatives Not Designed As

Hedging Instruments

  

Line Items

   As of
September 30,

2020
     As of
December 31,

2019
 

Interest Rate Swap

   Other long-term liabilities    $ (121    $ (80
     

 

 

    

 

 

 

Total

      $ (121    $ (80
     

 

 

    

 

 

 

5. GOODWILL AND INTANGIBLE ASSETS, NET

Goodwill

Goodwill as of September 30, 2020 and December 31, 2019 was as follows (in thousands):

 

Balance as of December 31, 2019

   $ 16,953  

Effect of exchange rate

     (395
  

 

 

 

Balance as of September 30, 2020

   $ 16,558  
  

 

 

 

Intangible assets, net

Intangible assets consisted of the following (in thousands):

 

     As of September 30, 2020      As of December 31, 2019  
     Gross      Accumulated
Amortization
     Net      Gross      Accumulated
Amortization
     Net  

Amortizable Intangible Assets:

                 

Developed technology

   $ 2,731      $ 1,408      $ 1,323      $ 2,775      $ 952      $ 1,823  

Customer relationships

     8,873        2,341        6,532        9,077        1,631        7,446  

Patent

     126        44        82        113        29        84  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Total amortizable intangible assets

   $ 11,730      $ 3,793      $ 7,937      $ 11,965      $ 2,612      $ 9,353  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Amortization expense was $406,000 and $440,000 for the three months ended September 30, 2020 and 2019, respectively, and $1.2 million and $1.3 million for the nine months ended September 30, 2020 and 2019, respectively.

 

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Total estimated future amortization expense as of September 30, 2020 is as follows (in thousands):

 

     As of
September 30, 2020
 

2020 (remaining three months)

   $ 417  

2021

     1,425  

2022

     1,149  

2023

     1,044  

2024

     842  

2025 and thereafter

     3,060  
  

 

 

 

Total

   $ 7,937  
  

 

 

 

6. OTHER ASSETS

Other current assets consisted of the following (in thousands):

 

     As of
September 30,
     As of
December 31,
 
     2020      2019  

VAT receivables

   $ 1,013      $ 3,136  

Receivables from suppliers

     112        398  

Credit for tax other than income tax

     341        358  

Income tax receivables

     268        270  

Other receivables

     40        62  
  

 

 

    

 

 

 

Total other current assets

   $ 1,774      $ 4,224  
  

 

 

    

 

 

 

Other long-term assets consisted of the following (in thousands):

 

     As of
September 30,
     As of
December 31,
 
     2020      2019  

Non-current income tax credit (advances and tax reduced at sources)

   $ 1,461      $ 1,029  

Miscellaneous

     322        174  
  

 

 

    

 

 

 

Total other long-term assets

   $ 1,783      $ 1,203  
  

 

 

    

 

 

 

7. BANK AND OTHER BORROWINGS

Credit line facilities

As of September 30, 2020, the Company had credit line facilities granted for a total amount of $7.4 million, of which $4.6 million had been used, including a credit revolving facility denominated in US Dollars for $1.0 million granted to Buc Mobile in January 2020. As of December 31, 2019, the Company had available credit line facilities denominated in Euro for $5.6 million, of which $3.6 million had been used.

The credit lines denominated in Euro may be drawn upon at variable interest rates in the following range: 0.6%—7.6%. The weighted average interest rate on those credit line facilities outstanding as of September 30, 2020, was 1.21%.

As mentioned above, on January 23, 2020, Buc Mobile entered into a revolving facility with Intesa Sanpaolo S.p.A. for a total amount of $1.0 million to be used solely for the purpose of Buc Mobile general working capital needs. As of September 30, 2020, this credit revolving facility was drawn for $954,000. The average effective interest rate for the three months ended September 30, 2020 was 1.5%.

 

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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    

As of

September 30,

   

As of

December 31,

 
     2020      2019      Maturity      Contractual Rate     2020     2019  

UniCredit S.p.A. (Line A Tranche (1)

   $ 3,435      $ 3,609        January 2023        Euribor 3 months + 3.10     2.80     2.80

UniCredit S.p.A. (Line A Tranche (2)

     161        167        May 2023        Euribor 3 months + 3.10     2.80     2.80

UniCredit S.p.A. (Line B)

     3,137        3,229        November 2023        Euribor 3 months + 2.90     2.60     2.60

UniCredit S.p.A. (Line C)

     2,665        2,787        February 2023        Euribor 3 months + 3.90     3.40     3.53

Intesa Sanpaolo S.p.A. (Line 1)

     889        988        April 2022        Euribor 3 months + 1.80     1.30     1.88

Intesa Sanpaolo S.p.A. (Line 2)

     4,102        4,183        April 2024        Euribor 3 months + 2.60     2.10     2.60

Intesa Sanpaolo S.p.A. (Line 3)

     9,263        —          June 2026        Euribor 3 months + 1.65 %     1.15     —    

Intesa Sanpaolo S.p.A. (Line 4)

     6,437        —          July 2026        Euribor 3 months + 1.70     1.20     —    

UBI Banca S.p.A. (Line 1)

     274        332        August 2021        Euribor 3 months + 1.25     1.25     1.25

UBI Banca S.p.A. (Line 2)

     1,279        1,499        October 2021        Euribor 3 months +1.95     1.45     1.55

Monte dei Paschi di Siena S.p.A. (Line 1)

     372        521        April 2022        0.95     0.95     0.95

Monte dei Paschi di Siena S.p.A. (Line 2)

     2,337        —          June 2023        1.50     1.50     —    

Banco Popolare di Milano S.p.A. (Line 1)

     1,107        1,336        June 2023        Euribor 3 months + 2.00     2.00     2.00

Banco Popolare di Milano S.p.A. (Line 2)

     —          3,893       
September
2022
 
 
     Euribor 3 months + 2.00     —         2.00

Banco Popolare di Milano S.p.A. (Line 3)

     6,517        —          March 2024        Euribor 3 months + 3.00     2.50     —    

Simest 1

     293        280        December 2023        0.50     0.50     0.50

Simest 2

     291        279        December 2023        0.50     0.50     0.50

Simest 3

     535        512        December 2023        0.50     0.50     0.50

Finlombarda S.p.A.

     43        83        December 2020        0.50     0.50     0.50

Total bank and other borrowings

     43,137        23,698            

Less: current portion

     9,675        7,564            
  

 

 

    

 

 

           

Total long-term portion

   $ 33,462      $ 16,134            
  

 

 

    

 

 

           

All bank and other borrowings are unsecured borrowings of Kaleyra.

On March 11, 2020, Kaleyra S.p.A. entered into a 36-month (from first repayment date) unsecured loan agreement with Monte dei Paschi di Siena S.p.A. for $2.2 million (€2.0 million). The total amount of this new facility was drawn in full the same date. This facility bears interest at a fixed rate equal to 1.5%.

 

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On March 20, 2020, Kaleyra S.p.A. entered into a general unsecured loan agreement (the “BPM Loan Agreement”) with Banco BPM S.p.A. (formerly Banco Popolare di Milano S.p.A.) for a total of $6.5 million (€6.0 million). The BPM Loan Agreement included a new financing of $2.7 million with the remaining balance used to pay off the original loan dated July 23, 2019, by and between Kaleyra S.p.A. and Banco BPM S.p.A. The BPM Loan Agreement has a maturity of 45 months from the date of first repayment and bears interest at a variable rate equal to the three-month Euribor plus a spread of 3.00%. The BPM Loan Agreement is to be repaid in 15 quarterly installments. The total amount of the BPM Loan Agreement, less amounts related to commissions, fees and expenses, was drawn in full the same date as the BPM Loan Agreement.

On March 31, 2020, Kaleyra S.p.A. received the approval by Intesa Sanpaolo S.p.A. to postpone payment of the amounts due under the existing Line 1 and Line 2 loans for the following 3 months. As a result of this approval the Company has postponed the payments of approximately $404,000 beyond December 31, 2020.

On April 7, 2020, Kaleyra S.p.A. received the approval by UBI Banca S.p.A. to postpone the amounts due under the existing loans for the following 6 months. As a result of this approval, the Company has postponed the payments of approximately $694,000 beyond the following 6 months.

On April 9, 2020, Kaleyra S.p.A. received the approval by UniCredit to postpone the amounts due under the existing loans for the following 6 months. As a result of this approval, the Company has postponed the payments of approximately $1.6 million beyond the following 6 months.

On April 24, 2020, Kaleyra S.p.A. received the approval by Simest S.p.A. to postpone the amounts due under the existing loans in 2020. As a result of this approval, the Company has postponed the payments of approximately $350,000 beyond December 31, 2020.

On June 29, 2020, Kaleyra S.p.A. received the approval by Intesa Sanpaolo S.p.A. to postpone payment of the amounts due under the existing Line 1 and Line 2 loans for an additional 3 months. As a result of this approval the Company has postponed the payments of approximately $404,000 beyond December 31, 2020.

On July 16, 2020, Kaleyra S.p.A. entered into a general unsecured loan agreement (the “Intesa Loan Agreement – Line 3”) with Intesa Sanpaolo S.p.A. for a total amount of $9.0 million. The Intesa Loan Agreement – Line 3 was disbursed in Euros for an amount of €7.9 million with an exchange rate equal to 0.87602 at the signing date of July 16, 2020. The Intesa Loan Agreement – Line 3 has a maturity of 72 months from the date of disbursement and bears interest at a variable rate equal to the three-month Euribor plus a spread of 1.65%. The loan is to be repaid in 16 quarterly installments with a grace period for principal payments for the first 24 months. The loan is subject to financial covenants, in accordance with the terms and conditions set forth within the Intesa Loan Agreement – Line 3. The loan is guaranteed up to ninety percent of its principal amount by SACE S.p.A., the Italian state-owned export credit finance agency, and is made pursuant to a program to address COVID-19 and the Italian Government’s support for Italian businesses, as stated within Article 1 of the Decree Law 23/2020 (the “Decree”) and conversion Law 40/2020. In consideration of the facilitated nature of the guarantee that secures this loan, and pursuant to the general conditions of the SACE guarantee, Kaleyra S.p.A. undertakes to comply with a number of obligations and representations, including the payment of the guarantee annual fee (SACE guarantee remuneration), pursuant to Article 1 of the Decree. The total amount of the loan, less amounts related to commissions, fees and expenses, was drawn in full the same date as of the agreement.

Further, on July 29, 2020, Kaleyra S.p.A. entered into a general unsecured loan agreement (the “Intesa Loan Agreement – Line 4”) with Intesa Sanpaolo S.p.A. for a total of $6.5 million (the loan was disbursed in Euros for an amount of €5.5 million at the July 29, 2020 exchange rate equal to 0.84801). The proceeds of the loan may be used for general corporate purposes, including to help accelerate the Company’s growth. The Intesa Loan Agreement – Line 4 has a maturity of 72 months from the date of disbursement and bears interest at a variable rate equal to the three-month Euribor plus a spread of 1.70%. The loan is to be repaid in 20 quarterly installments with a grace period for principal payments for the first 12 months. The loan is subject to financial covenants, in accordance with the terms and conditions set forth within the Intesa Loan Agreement – Line 4. The loan is guaranteed up to ninety percent of its principal amount by Mediocredito Centrale S.p.A., the Italian state-owned export credit finance agency, and is made pursuant to a program to address COVID-19 and the Italian Government’s support for Italian businesses, as stated within Article 13 of the Decree Law 23/2020 and conversion Law 40/2020, and obligations and representations included therein. The total amount of the loan, less amounts related to commissions, fees and expenses, was drawn in full the same date as of the agreement.

On October 7, 2020, Kaleyra S.p.A. received the approval by Intesa Sanpaolo S.p.A. to postpone payment of the amounts due under the existing Line 1 and Line 2 loans for an additional 3 months. As a result of this approval the Company will postpone the payments of approximately $404,000 beyond December 31, 2020. See Note 19 – Subsequent Events – for further details.

 

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As of September 30, 2020, all of the available long-term facilities were drawn in full.

Interest expense on bank and other borrowings was $206,000 for the three months ended September 30, 2020 and $173,000 for the three months ended September 30, 2019, and $623,000 for the nine months ended September 30, 2020 and $366,000 for the nine months ended September 30, 2019.

As of September 30, 2020, the Company is obliged to make payments as follows (in thousands):

 

     As of
September 30, 2020
 

2020 (remaining three months)

   $ 2,247  

2021

     10,245  

2022

     10,866  

2023

     9,298  

2024

     4,706  

2025 and thereafter

     5,775  
  

 

 

 

Total

   $ 43,137  
  

 

 

 

8. DEBT FOR FORWARD SHARE PURCHASE AGREEMENTS

As of September 30, 2020, the Company’s debt for forward share purchase agreements amounted to $480,000 and accrued interest amounted to $508,000.

Greenhaven

On September 27, 2019, the Company and Greenhaven Road Capital Fund 1, LP, a Delaware limited partnership (“Greenhaven Fund 1”), and Greenhaven Road Capital Fund 2, LP, a Delaware limited partnership (“Greenhaven Fund 2” and together with Greenhaven Fund 1, “Greenhaven”) entered into a forward share purchase agreement (the “Greenhaven Purchase Agreement”) pursuant to which the Company agreed to purchase the shares of its common stock into which Rights of the Company held by Greenhaven and any additional Rights that Greenhaven acquired, converted into shares upon the closing of the Business Combination as amended as of December 13, 2019 at the following prices: (1) $11.00 per share for the first 196,195 shares sold to the Company; (2) $10.70 per share for the next 250,000 shares sold to the Company; and (3) $10.50 per share for the next 550,000 shares sold to the Company. The Company agreed to purchase the shares on the later of the sixtieth day after the Closing of the Business Combination or January 1, 2020 (the “Greenhaven Purchase Closing Date”).

In exchange for Kaleyra, Inc.’s commitment to acquire the shares on the Greenhaven Purchase Closing Date, each of Greenhaven Fund 1 and Greenhaven Fund 2 agreed to continue to hold, and not to offer, sell, contract to sell, pledge, transfer, assign, or otherwise dispose of, directly or indirectly, or hedge (including any transactions involving any derivative securities of Kaleyra, Inc. and including any short sales involving any of Kaleyra, Inc.’s securities), the Rights (including any additional Rights) held by Greenhaven, and any shares that such Rights (including any additional Rights) converted into, until the Greenhaven Purchase Closing Date, including not to tender the Rights (or any additional Rights) to Kaleyra, Inc. in response to any tender offer that Kaleyra, Inc. may commence for the Rights. As amended on December 13, 2019, notwithstanding anything to the contrary herein, the parties agreed that Greenhaven shall after the closing of the Business Combination have the right but not the obligation to sell its shares that the Rights converted into in blocks of at least 25,000 shares (the “Minimum Block Size Condition”) in the open market if the sale price exceeds $8.50 per share, or, without meeting the Minimum Block Size Condition, Greenhaven shall have the right but not the obligation to sell any or all of its shares that the Rights converted into in the open market if the share price equals or exceeds $10.50 per share. In furtherance of the foregoing, Greenhaven shall have the right to sell such shares at any time provided that the price received by Greenhaven (not including any commissions due by Greenhaven for the sale) is at least $10.50 (or at least $8.50 if Greenhaven meets the Minimum Block Size Condition). In the event that Greenhaven sells any shares (including any Additional Shares), at a sale price of less than $10.50, and provided that Greenhaven meets the Minimum Block Size Condition, it shall provide notice to the Company within three (3) Business Days of such sale, and such notice shall include the date of the sale, the number of shares sold, and confirmation that the sale price per share was greater than $8.50, and the Company shall pay Greenhaven in accordance with Greenhaven’s written instructions an amount equal to (x) the number of shares (including any Additional Shares) sold multiplied by (y) the amount by which $10.50 exceeds the sale price per share. Furthermore, the parties agreed that nothing in the Greenhaven Purchase Agreement shall prohibit Greenhaven from entering into a contract to purchase and/or sell warrants of Kaleyra, Inc.

 

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On January 23, 2020, the Company entered into Amendment No. 3 to the Greenhaven Purchase Agreement (the “Greenhaven Amendment No. 3”). The Greenhaven Amendment No. 3 provided that Greenhaven had the right to put its subject shares to the Company on the following dates and at the following purchase prices: (i) $11.00 per share for up to 248,963 shares to be sold to the Company on February 21, 2020; and (ii) $11.70 per share for the next 700,000 shares to be sold to the Company on August 30, 2020. Greenhaven Amendment No. 3 also provided that Greenhaven may continue to sell its subject shares in the open market, at its sole discretion, as long as the sales price is above $8.50 per share. On February 20, 2020, the Company repurchased an aggregate of 235,169 of its common stock for $2.6 million. In addition, the Company paid Greenhaven $152,000 for the 60,996 shares that Greenhaven sold on the open market representing the amount at which the $11.00 exceeded the selling price. Pursuant to Greenhaven Amendment No. 3, on August 30, 2020, the Company was to pay Greenhaven an amount equal to (1) the number of shares (including any Additional Shares) sold by Greenhaven in the open market between February 21, 2020 and August 30, 2020 multiplied by (2) the amount by which $11.70 exceeds the sale price per share. The Company understands that Greenhaven as of June 30, 2020 had sold 160,452 shares in the open market, for which the aggregate difference between the sale price per share and $11.70 totaled $832,000. In addition, the Company understands that Greenhaven as of June 30, 2020 owned 539,548 shares.

On July 18, 2020, the Company entered into Amendment No. 4 to the Greenhaven Purchase Agreement (the “Greenhaven Amendment No. 4”). The Greenhaven Amendment No. 4 provided that Greenhaven had the right to put the remaining 539,548 subject shares that Greenhaven held to the Company at $11.70 per share minus $100,000 on July 21, 2020, or $6.2 million, which was a reduction of $100,000 to the amount for which these shares could otherwise have been sold to the Company on August 30, 2020. As a result of the Greenhaven Amendment No. 4, the Company owed Greenhaven the sum of $832,000 plus $6.2 million, or $7.0 million. Under the terms of the Greenhaven Amendment No. 4, on July 21, 2020, Kaleyra paid Greenhaven this outstanding debt of $7.0 million in satisfaction of all obligations under the Greenhaven Purchase Agreement. As of September 30, 2020, there was no longer any amount owed to Greenhaven.

Yakira Capital Management

On November 19, 2019, the Company and Yakira Capital Management, Inc. (“Yakira”) entered into a forward share purchase agreement (the “Yakira Purchase Agreement”) pursuant to which (i) Yakira may elect to sell and transfer to the Company, and the Company will purchase shares of common stock of the Company held by Yakira at the Business Combination Date (the “Yakira Shares”), and (ii) the Company will purchase the shares of common stock of the Company into which the Rights held by Yakira (the “Yakira Rights Shares”) were converted upon the Business Combination Date. At the Business Combination Date, Yakira held 439,299 rights, and 1,084,150 Yakira Shares.

The Company agreed that it will purchase the Yakira Rights Shares from Yakira at $1.05 per Right (which reflects $10.50 per Yakira Rights Share) (the “Yakira Rights Share Purchase Price”) as soon as practicable on or after the later of the sixtieth day after the Business Combination Date or January 1, 2020 (the “Yakira Rights Shares Closing Date”). In exchange for the Company’s agreement to purchase the Yakira Rights Shares, Yakira agreed to continue to hold, and not offer, sell, contract to sell, pledge, transfer, assign, or otherwise dispose of, directly or indirectly, or hedge the Rights (including any transactions involving any derivative securities of Yakira and any Short Sales involving any of the Company’s securities), and any Yakira Rights Shares that the rights converted into, until the Yakira Rights Shares Closing Date, including not to tender the Rights to the Company in response to any Tender Offer that the Company may commence for the Rights.

Yakira has the right to terminate the agreement for the Company to purchase the Yakira Rights Shares, without penalty, commencing on the thirtieth day after the Business Combination Date and ending on the day prior to the Yakira Rights Shares Closing Date, by giving written notice to the Company, in which case it will not be restricted after such time with respect to its ability to dispose of the Yakira Rights Shares (subject to the restrictions against transactions involving any derivative securities of the Company and any Short Sales involving any of the Company’s securities).

Except as described below, Yakira also agreed to continue to hold, and not offer, sell, contract to sell, pledge, transfer, assign, or otherwise dispose of, directly or indirectly, or hedge (including any transactions involving any derivative securities of the Company and any short sales involving any of the Company’s securities) the Yakira Shares prior to the six-month anniversary of the Business Combination Date. Yakira further agreed to not redeem any of the Yakira Shares in conjunction with the Company’s stockholders’ approval of the Business Combination. Notwithstanding anything to the contrary herein, commencing on the day after the Business Combination Date, Yakira had the right to sell the Yakira Shares in the open market as long as the sales price is above $10.50 per Yakira Share.

Yakira had the right to sell the Yakira Shares between the four-month anniversary and six-month anniversary of the Business Combination Date to the Company for a per share price (the “Yakira Shares Purchase Price”) equal to (a) $10.5019, plus (b) $0.03 per share for each month (prorated for a partial month) following the Business Combination Date that Yakira has held the Yakira Shares. At the closing of the sale of the Yakira Shares to the Company, Yakira agreed to deliver the Yakira Shares to the Company against receipt of the aggregate Yakira Shares Purchase Price, which the Company agreed to pay by wire transfer of immediately available funds from the escrow account described below.

 

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Following the Business Combination Date, the Company deposited into an escrow account with the Escrow Agent, subject to an escrow agreement, with a nationally chartered bank the amount of $11.6 million related to Yakira. The Company agreed that its purchase of the Yakira Shares would be made with funds from the escrow account attributed to the Yakira Shares.

On February 7, 2020, the Yakira Purchase Agreement with Yakira was amended (the “First Yakira Amendment”). The First Yakira Amendment provides that the Company may be obligated to purchase some or all of the 43,930 Yakira Rights Shares if Yakira exercises an option to sell such shares to the Company at a purchase price of $10.93 per share (which is an increase from $10.50 per share) as soon as practicable on or after the six-month anniversary of the Business Combination Date.

On May 9, 2020, the Company entered into a second amendment to the Yakira Purchase Agreement (the “Second Amendment”). The Second Amendment provides that the Company will purchase from Yakira its 43,930 Rights Shares as soon as practicable on or after December 31, 2020.

In addition, on May 11, 2020, Yakira issued notice under the Yakira Purchase Agreement for Kaleyra to repurchase the 1,084,150 Yakira Shares at $10.6819 per share, for an aggregate purchase price of $11.6 million with such payment to be made with restricted cash previously placed in the escrow account described above, plus an additional $4,000. These shares were repurchased by Kaleyra on May 18, 2020 and are unrelated to the 43,930 Yakira Rights Shares discussed above. As a result of this repurchase, no cash remains in the escrow account in accordance with the terms of the Yakira Purchase Agreement.

As of September 30, 2020, the Company’s debt in connection with the Yakira Purchase Agreement amounted to $480,000.

Kepos Alpha Fund

On October 1, 2019, the Company and Kepos Alpha Fund L.P., a Cayman Islands limited partnership (“KAF”), entered into a forward share purchase agreement (“KAF Purchase Agreement”) pursuant to which the Company agreed to purchase the shares of common stock of the Company into which the Rights of the Company held by KAF, including any additional Rights that KAF acquired, converted into upon the closing of the Business Combination. The KAF Purchase Agreement was amended the following day to provide that the total number of additional Rights that KAF may acquire is 3,750,000 Rights. As amended December 13, 2019, the KAF Purchase Agreement provides that the Company would purchase such shares at the following price: (1) $10.70 per share for the first 102,171 shares sold to the Company; and (2) $10.50 per share for the next 93,676 shares sold to the Company. The Company agreed to purchase the shares on the earlier of the sixtieth day after the Business Combination or February 15, 2020 (the “KAF Purchase Closing Date”).

In exchange for the Company’s commitment to acquire the shares on the KAF Purchase Closing Date, KAF agreed to continue to hold, and not to offer, sell, contract to sell, pledge, transfer, assign, or otherwise dispose of, directly or indirectly, or hedge (including any transactions involving any derivative securities of Kaleyra, Inc. and including any short sales involving any of the Company’s securities), the Rights (including any additional Rights) held by KAF, and any shares that such Rights (including any additional Rights) converted into, until the KAF Purchase Closing Date, including not to tender the Rights (or any additional Rights) to the Company in response to any Tender Offer that the Company may commence for the Rights. As amended on December 13, 2019, notwithstanding anything to the contrary herein, the parties agreed that KAF shall after the closing of the Business Combination have the right but not the obligation to sell its shares that the Rights converted into in blocks of at least the Minimum Block Size Condition in the open market if the sale price exceeds $8.50 per share, or, without meeting the Minimum Block Size Condition, KAF shall have the right but not the obligation to sell any or all of its shares that the Rights converted into in the open market if the share price equals or exceeds $10.50 per share. In furtherance of the foregoing, KAF shall have the right to sell such shares at any time provided that the price received by KAF (not including any commissions due by KAF for the sale) is at least $10.50 (or at least $8.50 if KAF meets the Minimum Block Size Condition). In the event that KAF sells any shares (including any Additional Shares), at a sale price of less than $10.50, and provided that KAF meets the Minimum Block Size Condition, it shall provide notice to the Company within three (3) Business Days of such sale, and such notice shall include the date of the sale, the number of shares sold, and confirmation that the sale price per share was greater than $8.50, and the Company shall pay KAF in accordance with KAF’s written instructions an amount equal to (x) the number of shares (including any Additional Shares) sold multiplied by (y) the amount by which $10.50 exceeds the sale price per share. Furthermore, the parties agreed that nothing in the KAF Purchase Agreement shall prohibit KAF from entering into a contract to purchase and/or sell warrants of the Company.

On January 23, 2020, the Company entered into Amendment No. 3 to the KAF Forward Share Purchase Agreement and on April 7, 2020, the Company entered into Amendment No. 4 (the “KAF Amendments”). According to the last amendment, KAF has the right to put its subject shares to the Company on May 7, 2020 at a purchase price of: (i) $10.92 per share for the first 46,137 shares sold to the Company; and (ii) $10.82 per share for the next 93,676 Shares sold to the Company (collectively, the “KAF Share Purchase Price”). In the event the closing occurs after May 7, 2020, the KAF Share Purchase Price shall increase for the 93,676 shares sold to Kaleyra by 1% per full month until the closing date. KAF may elect, in its sole and absolute discretion, to extend the date on which it exercises its put right to a date that is provided upon 10 calendar days’ written notice. The KAF Amendments further provide that KAF may sell its subject shares in the open market, at its sole discretion, as long as the sales price is above $7.00 per share. In the event that KAF sells any shares (including any Additional Shares) at a sale price of less than $10.92 per share for the first 46,137 shares and $10.82 per share for the next 93,676 shares, the Company shall pay KAF an amount equal to (A) the number of shares (including any Additional Shares) sold multiplied by (B) the amount by which $10.92 or $10.82, as applicable, exceeds the sale price per share.

 

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On March 30, 2020, Kepos provided notice to the Company that it was exercising its option under the Forward Share Purchase Agreement to have 50,000 shares of common stock repurchased by the Company on April 7, 2020 at $10.92 per share, for an aggregate purchase price of $546,000.

On May 18, 2020, Kepos informed the Company that it sold in the open market at a price above $7.00 per share all shares that it had held that were subject to the Forward Share Purchase Agreement other than 25,098 shares, and it provided notice that it was exercising its option under the Forward Share Purchase Agreement to have these remaining 25,098 shares of common stock repurchased by the Company on May 20, 2020 at $10.92 per share, for an aggregate purchase price of $274,000. The May 18, 2020 notice also informed the Company that the amount due to Kepos for the sales that it had made in the open market above $7.00 per share was $431,000, which represented the difference in price between the amount for which these shares were sold by Kepos in the open market and the Kepos Share Purchase Price, as set forth above, for a total aggregate payment to be made by the Company to Kepos of $706,000.

Following the closing of the repurchase mentioned above, the Forward Share Purchase Agreement with Kepos has terminated pursuant to its terms, and as a result the Company has no further obligations under the Forward Share Purchase Agreement following the settlement of the repurchase.

Glazer Capital, LLC

On November 19, 2019, the Company and Glazer Capital, LLC (“Glazer”) entered into a forward share purchase agreement (the “Glazer Purchase Agreement”) pursuant to which Glazer may elect to sell and transfer to the Company, and the Company will purchase the shares of the common stock of the company held by Glazer ( the “Glazer Shares”) at a price of $10.6819 per share (the “Glazer Shares Purchase Price”). Glazer shall notify the Company in writing five business days prior to the six month anniversary of the Business Combination Date if it is not exercising its right to sell the Glazer Shares to the Company; otherwise, absent written notification to the contrary, Glazer shall be deemed to have exercised its right to sell all of its Glazer Shares to the Company. The Company will purchase the Glazer Shares from Glazer on the six-month anniversary of the closing of the Business Combination (the “Glazer Shares Closing Date”). As of the Business Combination Date, Glazer held 922,933 shares of common stock.

In exchange for the Company’s commitment to purchase the Glazer Shares on the Glazer Shares Closing Date, Glazer agreed to continue to hold, and not offer, sell, contract to sell, pledge, transfer, assign, or otherwise dispose of, directly or indirectly, or hedge (including any transactions involving any derivative securities of the Company and any Short Sales involving any of the Company’s securities) the Glazer Shares prior to the six month anniversary of the Business Combination Date. Glazer further agreed that it will not redeem any of the Glazer Shares in conjunction with the Company’s stockholders’ approval of the Business Combination. As amended on December 13, 2019, notwithstanding anything to the contrary herein, the parties agreed that Glazer shall, commencing on the day after the Business Combination Closing Date, have the right but not the obligation to sell its shares (including any Additional Shares) in blocks of at least the Minimum Block Size Condition in the open market if the sale price exceeds $8.50 per share prior to payment of any commissions due by Glazer for the sale, or, without meeting the Minimum Block Size Condition, Glazer shall have the right but not the obligation to sell any or all of its Shares (including any Additional Shares) in the open market if the sale price exceeds $10.50 per share prior to payment of any commissions due by Glazer for such sale. Glazer shall give written notice to the Company of any sale of shares (including any Additional Shares) within three (3) Business Days following the date of such sale, and such notice shall include the date of the sale, the number of shares sold, and confirmation that the sale price per share was greater than $10.50 per share (or greater than $8.50 per Share provided that Glazer meets the Minimum Block Size Condition) prior to the payment of any commissions due by Glazer for the sale.

Simultaneously with the closing of the Business Combination, the Company deposited $9.9 million which is the aggregate amount necessary to purchase the Glazer Shares, into an escrow account with Continental Stock Transfer and Trust Company (the “Escrow Agent”), subject to the terms of an escrow agreement. The Company’s purchase of the Glazer Shares will be made with funds from the escrow account attributed to the Glazer Shares. In the event that Glazer sells any Glazer Shares as provided for above, it shall provide notice to the Company within three business days of such sale, and Glazer shall instruct the Escrow Agent to release from the escrow account for the Company’s use without restriction an amount equal to the pro rata portion of the escrow attributed to the Glazer Shares which Glazer has sold. In the event that Glazer chooses not to sell to the Company any Glazer Shares that it owns as of the six-month anniversary of the Business Combination Date, Glazer shall instruct the Escrow Agent to release all remaining funds from the escrow account for the Company’s use without restriction.

 

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Notwithstanding the Company’s commitment to deposit funds into the escrow account for the purchase of the Glazer Shares, Kaleyra, Inc. shall use its best efforts to enter into a letter of credit agreement for the issuance of a standby letter of credit for the benefit of Glazer with a bank acceptable to Glazer (the “Issuing Bank”) as soon as possible to replace the escrow account. When the letter of credit agreement is entered into, Glazer will instruct the Escrow Agent to deposit the funds held in the escrow account into the collateral account with the Issuing Bank. Concurrently with the execution of the letter of credit agreement, the Issuing Bank shall issue the letter of credit for the benefit of Glazer in the amount of the escrow account. Glazer shall drawdown from the letter of credit to satisfy the payment due to Glazer by the Company for the purchase of the Glazer Shares. In the event that Glazer sells any Glazer Shares pursuant to the sales price restriction set forth above, it shall provide notice to the Company and the Issuing Bank within three business days of such sale, and the Issuing Bank shall release from the collateral account an amount equal to the number of Glazer Shares sold multiplied by $10.6819 to the Company for the Company’s use without restriction, with a corresponding reduction in the amount of the letter of credit. In the event that Glazer elects not to sell to the Company any Glazer Shares, the Issuing Bank shall release all funds in the collateral account to the Company for the Company’s use without restriction and terminate the letter of credit.

On January 7, 2020, the Company entered into a Letter of Credit and Reimbursement agreement with EagleBank pursuant to which EagleBank issued a standby letter of credit in the initial stated amount of $9.3 million for the benefit of Glazer. The Letter of Credit expired on June 15, 2020. The Letter of Credit could be used to draw down by Glazer upon its sale of shares of common stock of the Company pursuant to the terms and conditions set forth in the Forward Share Purchase Agreement. The Letter of Credit was secured by cash in the amount of $9.3 million, which was held in a deposit account at EagleBank.

On May 15, 2020, Glazer provided notice that it was exercising its option under the Forward Share Purchase Agreement to have its remaining 864,093 shares of common stock repurchased by the Company on May 19, 2020 at $10.6819 per share, for an aggregate purchase price of $9.2 million, which is the full amount remaining under the Letter of Credit as of that date.

Following the repurchase mentioned above, both the Forward Share Purchase Agreement with Glazer and the Letter of Credit and Reimbursement Agreement with EagleBank have terminated pursuant to their respective terms, and as a result the Company has no further obligations under either respective agreement following the settlement of the repurchase.

Nomura Global Financial Products

On October 31, 2019, the Company entered into an agreement (the “Confirmation”) with Nomura Global Financial Products, Inc. (“NGFP”) for an OTC Equity Prepaid Forward Transaction (the “Forward Transaction”). Pursuant to the terms of the Confirmation, NGFP agreed to waive any redemption right that would require the redemption of shares that it holds at the Business Combination Date in exchange for a pro rata amount of the funds held in the Trust Account provided that the Business Combination date occurred prior to December 12, 2019. Rather, NGFP, at its sole discretion, may either sell such shares in one or more transactions, publicly or privately, at a market price of at least $10.50 per share, or hold such shares for a period of time following the consummation of the Business Combination, at which time the Company will be required to purchase from NGFP, and NGFP will be required to sell to the Company, any such shares not otherwise previously sold by NGFP. The Confirmation provides that the Forward Transaction with NGFP is for up to 2,000,000 shares of common stock. The actual number of shares held by NGFP at the Business Combination Date was 1,623,000 shares of common stock (the “Subject Shares”).

The Confirmation provided that following the closing of the Business Combination, the Company transferred from the Trust Account an amount equal to (a) the aggregate number of the Subject Shares held by NGFP, multiplied by (b) the per share redemption price for shares of common stock out of the Trust Account (the “Forward Price”) (such actual aggregate cash amount, the “Prepayment Amount”), as a partial prepayment to NGFP of the amount to be paid to NGFP in settlement of the Forward Transaction upon the Valuation Date (as defined below) for the number of shares owned by NGFP at the closing of the Business Combination. The amount of the Prepayment Amount transferred to NGFP on November 25, 2019 was $17.0 million.

After the Business Combination Date, NGFP may sell the Subject Shares at its sole discretion in one or more transactions, publicly or privately, at any time prior to the Original Valuation Date or Extended Valuation Date (each as defined below, and each a “Valuation Date”) at a price per Subject Share not less than the Forward Price. Any Subject Shares sold by NGFP during the term of the Transaction will cease to be Subject Shares. NGFP will give written notice to the Company of any sale of Subject Shares by NGFP within two business days of the date of such sale, such notice to include the date of the sale, the number of Subject Shares sold, and confirmation that the sale price per Subject Share was not less than the Forward Price.

After the Business Combination Date, NGFP may also buy and sell additional shares for its own account or on behalf of third parties, and the pricing limitation set forth in the prior paragraph will not apply to any shares purchased after the closing of the Business Combination.

On each quarterly anniversary of the Business Combination Date (any such date, a “Cash Settlement Date”), NGFP will terminate the transaction in whole or in part by reducing the number of Subject Shares for the Forward Transaction (the reduction being “Terminated Shares”). The number of Terminated Shares with respect to any Cash Settlement Date will equal the number of Subject Shares sold by NGFP since the prior Cash Settlement Date (or with respect to the first Cash Settlement Date, the closing of the Business Combination). NGFP will notify the Company of the expected number of Terminated Shares not less than ten days prior to the applicable Cash Settlement Date. On each Cash Settlement Date, NGFP will pay the Company an amount equal to the product of (A) the number of Terminated Shares and (B) the Forward Price. With effect from the Cash Settlement Date, the remaining number of Subject Shares for the Forward Transaction will be reduced by the Terminated Shares.

 

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The “Original Valuation Date” for the Forward Transaction will be the first anniversary of the closing of the Business Combination, provided that NGFP and the Company may, not later than ten days prior to the Original Valuation Date, agree, each in their sole discretion, to extend the Valuation Date to the second anniversary of the Business Combination (the “Extended Valuation Date”). At the Original Valuation Date or Extended Valuation Date, the Forward Transaction will be settled by NGFP delivering the remaining Subject Shares to the Company, and the Company paying NGFP an amount equal to the product of (x) the Forward Price, (y) the applicable Accrual Percentage (as defined below), and (z) the number of remaining Subject Shares. The “Accrual Percentage” is the product of (a) with respect to any settlement occurring on or before the Original Valuation Date, 2.75% per annum, and with respect to any settlement occurring after the Original Valuation Date, 3.50% per annum, and (b) the number of actual days divided by the number of days in a year beginning on the date of the Business Combination and ending on the applicable day of the settlement.

On June 4, 2020, the Company and NGFP entered into a letter agreement (the “NGFP Amendment”) to provide for the extension of the Original Valuation Date to the Extended Valuation Date such that the Valuation Date now is November 25, 2021. As a result, if NGFP sells Subject Shares to the Company, NGFP will keep that portion of the cash transferred to it following the closing of the Business Combination attributable to such shares sold to the Company, plus be paid the Accrual Percentage equal to 3.50% per annum, on November 25, 2021

For the three and nine months ended September 30, 2020, financial expense amounted to $150,000 and $461,000, respectively. Accrued interest payable of $508,000 is included in “Other long-term liabilities” in the accompanying condensed consolidated balance sheets.

9. NOTES PAYABLE

Notes payable to the Sellers

As consideration for the Business Combination, on November 25, 2019, the Company issued unsecured convertible promissory notes to each of Esse Effe and Maya in the amount of $6.0 million and $1.5 million, respectively, (the “Convertible Notes”) and also issued other unsecured promissory notes to each of Esse Effe and Maya in the identical respective amounts (the “Non-convertible Notes”).

Convertible Notes

As of September 30, 2020, the amount outstanding for Convertible Notes was $7.5 million and accrued interest on Convertible Notes was $186,000. For the convertible notes payable, $3.75 million is classified as “Notes payable due to related parties” and $3.75 million is classified as “Long-term portion of notes payable due to related parties” in the accompanying condensed consolidated balance sheets. The accrued interest payable is included in “Other long-term liabilities” in the accompanying condensed consolidated balance sheets.

Interest on the Convertible Notes will accrue at a fixed interest rate equal to the one-year US dollar LIBOR interest rate published in The Wall Street Journal on the Business Combination Date, plus a margin of one percent (1%) per annum. Interest will be due and payable annually on each of (1) the date which is the twelve-month anniversary of the Business Combination Date and (2) on the date which is the twenty-four-month anniversary of the Business Combination Date. All interest shall be computed on the basis of a 365-day year and the actual number of days elapsed.

Fifty percent (50%) of the outstanding principal balance of these Notes will be due and payable on the fifteen-month anniversary of the Business Combination Date. The remaining outstanding principal balance of these Convertible Notes plus all accrued and unpaid interest and fees due under these Notes will be due and payable in full on the twenty-four-month anniversary of the Business Combination Date.

In the event that the Company receives, at any time while principal on these Convertible Notes remains outstanding, cash proceeds of an equity financing (the “Financing”) in an amount not less than $50.0 million (the “Notes Financing Proceeds”), fifty percent (50%) of the outstanding principal balance of these Notes will be due and payable no later than ten business days after the Company receives such Notes Financing Proceeds. In the event of a Financing where at any time the Company receives cash proceeds of such Financing in an amount not less than $75.0 million (the “Payoff Financing Proceeds”), one hundred percent (100%) of the remaining outstanding principal balance of these Convertible Notes, plus all accrued and unpaid interest and fees due under the Notes will be due and payable no later than ten business days after the Company receives such Payoff Financing Proceeds. The date which is the earlier of (a) the twenty-four-month anniversary of the Business Combination Date, or (b) the date payment is received from Payoff Financing Proceeds, is the “Maturity Date”.

In the event that these Convertible Notes are not paid in full on or before the applicable Maturity Date, then at any time after the sixtieth business day after the Maturity Date, assuming payment in full has not been made prior to such date, the outstanding principal amount of these Notes, together with all accrued but unpaid interest on these Convertible Notes, may be converted into shares of Company common stock, in part or in whole, at the option of the holder of these Convertible Notes by providing written notice at least three business days prior to the date of conversion. A conversion of any portion of these Convertible Note into shares of Company common stock will be effected at a conversion price equal to the Current Market Price as of the date of such conversion (the

 

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“Conversion Price”). The term “Current Market Price” means, generally, the average VWAP for the twenty consecutive trading days ending on the date that is five trading days prior to the date of conversion. The term “VWAP” means, for any trading day, the volume weighted average trading price of the Company’s common stock for such trading day on the NYSE (or if the Company’s common stock is no longer traded on the NYSE, on such other exchange as the Company’s common stock is then traded).

Non-convertible Notes

As of June 30, 2020, the amount outstanding for the Non-convertible Note held by Esse Effe was $6.0 million and accrued interest on the Non-convertible Note was $105,000.

The Non-convertible Notes accrued interest at a fixed interest rate equal to LIBOR, which interest rate was one and ninety-one hundredths percent (1.91%), plus a margin of one percent (1%) per annum. As used herein, “LIBOR” means the one-year US Dollar LIBOR interest rate published in The Wall Street Journal on the Business Combination Date. All interest was computed on the basis of a 365-day year and the actual number of days elapsed.

Under the terms of the Non-convertible Notes, the outstanding principal balance of the Non-convertible Notes, plus all accrued and unpaid interest and fees due under these notes, became due and payable, upon the receipt by the Company, in the equity financing event, namely the Offering mentioned above, of cash proceeds in an amount not less than $11.5 million (the “Financing Proceeds”), no later than ten (10) business days after the Company receives the Financing Proceeds. The principal amount of $6.0 million plus accrued interest of $105,000 for the Non-convertible Note held by Esse Effe was paid in full on July 2, 2020.

As of September 30, 2020, no amount remained outstanding for the Non-convertible Notes.

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 “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 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 Kaleyra files 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 shall be a five percent (5%) premium to the ten-day (10-day) trailing VWAP as of the date immediately prior to the issuance date of the convertible notes, rounded down to the nearest whole number.

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 $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 is convertible at the option of Cowen Investments into 303,171 shares of common stock of the Company, if there has been no principal reduction, and the unpaid principal of the Chardan Note is convertible at the option of Chardan into 53,501 shares of common stock of the Company, if there has been 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.

As of September 30, 2020, the outstanding amount of the Cowen Note was $2.3 million and accrued interest was $34,000. As of September 30, 2020, the outstanding amount of the Chardan Note was $405,000 and accrued interest was $8,000. These notes payable totaling $2.7 million are included in “Long-term portion of notes payable” and the accrued interest payables are included in “Other current liabilities” in the accompanying condensed consolidated balance sheets.

 

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10. PREFERENCE SHARES LIABILITIES

Preference shares liabilities amounting to zero and $2.5 million as of September 30, 2020 and December 31, 2019, respectively, represent Kaleyra’s obligation to purchase in 2020 the preference shares from certain employees of Solutions Infini as a part of the Solutions Infini 2018 Purchase Agreement.

On March 9, 2020, Kaleyra signed a modification of the 2018 Solutions Infini Purchase Agreement to reduce the price of the preference shares to be purchased from the eligible employees of Solutions Infini in July 2020 to their face value, amounting to Indian Rupee 10.0 per each preference share. As a result of this modification, the total preference shares obligation was reduced to Indian Rupee 132,000 ($2,000 at the July 31, 2020 exchange rate) and paid in full on July 31, 2020.

On January 31, 2020, Kaleyra agreed to pay to the eligible employees of the preference shares, performance bonuses for a total amount of $3.5 million, to be paid in 2020, as a replacement of the preference shares obligation.

On March 24, 2020, given the prevailing situation of the COVID-19 pandemic both globally and in India, Kaleyra agreed with two of the eligible employees to delay payment of their performance bonuses, for a total amount of $1.4 million, and evaluate the timeline for payment thereof at a later date.

On July 31, 2020, following the resolution of the Board of Directors of Solutions Infini, the payment of the previously outstanding performance bonus obligation with two of the eligible employees was paid on August 31, 2020 for $1.4 million (at the August 31, 2020 exchange rate).

As of September 30, 2020, the outstanding performance bonus obligation payable to the other eligible employees amounted to $2.1 million. This amount is included in the condensed consolidated balance sheets line item “Payroll and payroll related accrued liabilities”.

11. OTHER CURRENT AND LONG-TERM LIABILITIES

Other current liabilities consisted of the following (in thousands):

 

     As of
September 30,
     As of
December 31,
 
     2020      2019  

Liabilities for tax other than income tax

   $ 809      $ 583  

Social security liabilities

     233        256  

Accrued financial interest

     64        149  

Other liabilities

     653        391  
  

 

 

    

 

 

 

Total other current liabilities

   $ 1,759      $ 1,379  
  

 

 

    

 

 

 

Other long-term liabilities consisted of the following (in thousands):

 

     As of
September 30,
     As of
December 31,
 
     2020      2019  

Payable to supplier (1)

   $ —        $ 2,700  

Interest rate swaps

     121        80  

Accrued financial interest

     694        —    

Other long-term liabilities

     520        375  
  

 

 

    

 

 

 

Total other long-term liabilities

   $ 1,335      $ 3,155  
  

 

 

    

 

 

 

 

(1)

This obligation was settled by issuance of a note payable on May 1, 2020, when the settlement agreement with the supplier was executed as described above in Note 9.

 

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12. GEOGRAPHIC INFORMATION

Revenue by geographic area is determined on the basis of the location of the customer. The following table sets forth revenue by geographic area for the three and nine months ended September 30, 2020 and 2019 (in thousands):

 

     Three Months Ended
September 30,
     Nine Months Ended
September 30,
 
     2020      2019      2020      2019  

Italy

   $ 15,943      $ 15,587      $ 44,098      $ 43,458  

India

     8,893        9,146        24,010        26,439  

United States

     7,969        2,118        18,611        5,973  

Europe (excluding Italy)

     1,876        5,099        7,023        11,955  

Rest of the world

     3,587        3,379        9,358        6,100  
  

 

 

    

 

 

    

 

 

    

 

 

 

Total

   $ 38,268      $ 35,329      $ 103,100      $ 93,925  
  

 

 

    

 

 

    

 

 

    

 

 

 

 

     Three Months Ended
September 30,
    Nine Months Ended
September 30,
 
     2020     2019     2020     2019  

Italy

     41.7     44.1     42.7     46.3

India

     23.2     25.9     23.3     28.1

United States

     20.8     6.0     18.1     6.4

Europe (excluding Italy)

     4.9     14.4     6.8     12.7

Rest of the world

     9.4     9.6     9.1     6.5

The following table sets forth long-lived assets by geographic area as of September 30, 2020 and December 31, 2019 (in thousands):

 

     As of
September 30,
     As of
December 31,
 
     2020      2019  

Italy

   $ 2,515      $ 1,772  

India

     1,337        1,162  

United States

     1,951        437  

Rest of the world

     22        22  
  

 

 

    

 

 

 

Total

   $ 5,825      $ 3,393  
  

 

 

    

 

 

 

 

    

As of
September

30,

    As of
December 31,
 
     2020     2019  

Italy

     43.2     52.2

India

     23.0     34.2

United States

     33.4     12.9

Rest of the world

     0.4     0.7

13. COMMITMENTS AND CONTINGENCIES

Lease Commitments

The Company entered into various operating lease agreements that expire over various years in the next 7 years. The Company’s Milan office lease contains an option to renew the lease for 6 years under terms and conditions set forth in the lease agreement. Certain of the Company’s leases contain provisions for rental adjustments. Operating lease rentals are expensed on a straight-line basis over the life of the lease beginning on the date the Company takes possession of the property. Rent expense was $362,000 and $259,000 for the three months ended September 30, 2020 and 2019, respectively, and $1.0 million and $679,000 for the nine months ended September 30, 2020 and 2019, respectively.

 

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Future minimum lease payments under operating leases as of September 30, 2020 are as follows (in thousands):

 

     As of
September

30, 2020
 

2020 (remaining three months)

   $ 177  

2021

     678  

2022

     546  

2023

     486  

2024

     396  

2025 and thereafter

     456  
  

 

 

 

Total

   $ 2,739  
  

 

 

 

Contingencies

As of September 30, 2020, the Company had contingent liabilities of $128,000, 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)

On March 24, 2020, the Board’s Compensation Committee approved the grant of 113,506 RSUs to a new manager of the Company. These RSUs have no performance conditions and vest as follows: (i) 25% of the shares vest on February 1, 2021 and (ii) the remaining 75% vests in equal quarterly installments over a three-year period starting from February 1, 2021.

In May 2020, the Board approved the grant of 447,714 RSUs to three new managers and two new advisory board members of Kaleyra. These RSUs have no performance conditions and vest as follows:

 

   

435,714 RSUs under this vesting timeline: (i) 25% of the shares vest on May 1, 2021 and (ii) the remaining 75% vests in equal quarterly installments over a three-year period starting from May 1, 2021;

 

   

8,000 RSUs vest on August 1, 2020 and 4,000 RSUs on November 1, 2020.

On August 6, 2020, the Board’s Compensation Committee approved the grant of 500,200 RSUs to sixty-nine employees of the Company as part of Kaleyra’s retention plan. These RSUs have no performance conditions and vest as follows: (i) 25% of the shares vest on August 1, 2021 and (ii) the remaining 75% vests in equal quarterly installments over a three-year period starting from August 1, 2021.

The following table sets forth the activity related to the number of outstanding RSUs for the nine months ended September 30, 2020:

 

     Number of
shares
     Weighted-
average
grant date
fair value
(per share)
 

Non-vested as of December 31, 2019

     3,336,095      $ 8.25  

Vested

     (189,104      8.20  

Granted

     1,061,420        5.93  

Cancelled

     (132,897      8.25  
  

 

 

    

 

 

 

Non-vested as of September 30, 2020

     4,075,514      $ 7.65  
  

 

 

    

 

 

 

RSUs compensation expense for the three and nine months ended September 30, 2020 was $4.9 million and $15.8 million, (zero in the three and nine months ended September 30, 2019), respectively, which was recorded as follows (in thousands):

 

     Three Months Ended
September 30,
     Nine Months Ended
September 30,
 
     2020      2019      2020      2019  

Research and development

   $ 1,161      $ —        $ 3,613      $ —    

Sales and marketing

     1,281        —          3,434        —    

General and administrative

     2,480        —          8,709        —    

Total

   $ 4,922      $ —        $ 15,756      $ —    

 

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As of September 30, 2020, there was $16.0 million of unrecognized compensation cost related to non-vested RSUs to be recognized over a weighted-average remaining period of 1.28 years.

15. INCOME TAXES

The Company provides for income taxes using an asset and liability approach under which deferred income taxes are provided for based upon enacted tax laws and rates applicable to periods in which the taxes become payable.

The Company recorded an income tax benefit of $263,000 and an income tax expense of $168,000 for the three months ended September 30, 2020 and 2019, respectively, and an income tax benefit of $1.2 million and an income tax expense of $719,000 for the nine months ended September 30, 2020 and 2019, respectively.

As of September 30, 2020, the Company had $2.2 million of undistributed earnings and profits generated by a foreign subsidiary (Solutions Infini) for which no deferred tax liabilities have been recorded, since the Company intends to indefinitely reinvest such earnings in the subsidiary to fund the international operations and certain obligations of the subsidiary. Should the above undistributed earnings be distributed in the form of dividends or otherwise, the distributions would result in approximately $326,000 of tax expense.

The Company files income tax returns in the United States and in foreign jurisdictions including Italy, India, and Switzerland. As of September 30, 2020, the tax years 2007 through the current period remain open to examination in each of the major jurisdictions in which the Company is subject to tax.

16. NET LOSS PER SHARE

The Business Combination was accounted for as a reverse recapitalization in accordance with US GAAP. Accordingly, weighted average shares outstanding for purposes of the net loss per share calculation have been retrospectively adjusted to reflect the exchange ratio established in the Business Combination.

The following table sets forth the calculation of basic and diluted 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,
 
     2020      2019      2020      2019  

Net income (loss)

   $ (5,333    $ 812      $ (22,284    $ (1,869

Weighted-average shares used to compute net income (loss) per common share, basic and diluted

     28,330,869        10,687,106        22,972,425        10,687,106  

Net income (loss) per common share, basic

   $ (0.19    $ 0.08      $ (0.97    $ (0.17
  

 

 

    

 

 

    

 

 

    

 

 

 

Net income (loss) per common share, diluted

   $ (0.19    $ 0.08      $ (0.97    $ (0.17
  

 

 

    

 

 

    

 

 

    

 

 

 

The Company generated a net loss for the three and nine months ended September 30, 2020 and generated a net income and a net loss for the three and nine months ended September 30, 2019, respectively. Accordingly, the effect of dilutive securities is not considered in the net loss per share for the periods in which a net loss was generated because their effect would be anti-dilutive on the net loss per share.

For the three and nine months ended September 30, 2020, 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 16,803,358 and 17,184,630, respectively (zero for the three and nine months ended September 30, 2019, respectively).

Warrants

Warrants will only be exercisable for whole shares at $11.50 per share. Under the terms of the Warrant agreement dated December 12, 2017, the Company has agreed to use its best efforts to file a new registration statement under the Securities Act, following the completion of the Business Combination, for the registration of the shares of common stock issuable upon exercise of the Warrants there were included in the Units. 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 will be issued upon exercise of the Warrants. If, upon exercise of the Warrants, a holder would be entitled to receive a fractional interest in a share, the Company will, upon exercise, round down to the

 

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nearest whole number for the number of shares of common stock to be issued to the Warrant holder. Each Warrant became exercisable 30 days after the completion of the Business Combination and will expire five years after the completion of the Business Combination or earlier upon redemption or liquidation. If the Company is unable to deliver registered shares of common stock to the holder upon exercise of the Warrants during the exercise period, there will be no net cash settlement of these Warrants and the Warrants will expire worthless, unless they may be exercised on a cashless basis in the circumstances described in the Warrant agreement. Once the Warrants become exercisable, the Company may redeem the outstanding Warrants in whole and not in part at a price of $0.01 per Warrant upon a minimum of 30 days’ prior written notice of redemption, only in the event that the last sale price of the Company’s shares of common stock equals or exceeds $18.00 per share for any 20 trading days within the 30-trading day period ending on the third trading day before the Company sends the notice of redemption to the Warrant holders.

On September 30, 2020, Kaleyra entered into a Warrant Exchange Agreement with Riverview Group LLC (“Riverview”) (the “Riverview Agreement”). Riverview previously acquired warrants to purchase an aggregate of 3,780,000 shares of the Company’s common stock, par value $0.0001 per share, initially issued by the Company in its initial public offering on December 7, 2017. Pursuant to the Riverview Agreement, on October 2, 2020, Riverview surrendered the warrant shares and the Company issued an aggregate of 850,500 shares of common stock to Riverview in exchange for the warrants. There was no incremental value incurred in this exchange transaction. See Note 19 – Subsequent Events – for further details.

As of September 30, 2020, there were 11,154,938 warrants outstanding.

Subsequent to September 30, 2020, pursuant to the effects of the Riverview Agreement, the total number of outstanding warrants was reduced to 7,374,938 outstanding warrants from the 11,154,938 previously outstanding warrants. See Note 19 – Subsequent Events – for further details.

17. TRANSACTIONS WITH RELATED PARTIES

During the three and nine months ended September 30, 2020 and 2019, related party transactions, other than compensation and similar arrangements in the ordinary course of business, were as follows:

 

  i.

Unsecured convertible promissory notes, received by Esse Effe and Maya at the closing of the Business Combination, pursuant to the terms of the Stock Purchase Agreement. Maya is affiliated with Dario Calogero, who is the Chief Executive Officer and a director of Kaleyra. Esse Effe is affiliated with Dr. Emilio Hirsch, a director of the Company. The outstanding amount due by the Company was $7.5 million plus $186,000 of accrued interest as of September 30, 2020 ($7.5 million plus $22,000 of accrued interest as of December 31, 2019). In addition, an unsecured non-convertible promissory note in the principal amount of $6 million plus $105,000 in accrued interest held by Esse Effe was repaid in full on July 2, 2020. See Note 9 – Notes Payable – for additional information;

 

  ii.

Legal services rendered by a partner of Studio Legale Chiomenti, that is a family member of a key manager of the Company. Costs incurred by the Company for the above services were $107,000 and $249,000 in the three and nine months ended September 30, 2020 (zero in the three and nine months ended September 30, 2019); and

 

  iii.

As of September 30, 2020 and December 31, 2019, the outstanding obligation for preference shares due to executive managers was zero and $1.8 million, respectively. As mentioned above, in the three months ended March 31, 2020, as a result of a modification of the 2018 Solutions Infini Purchase Agreement, a significant portion of the liability for preference shares was reversed to the statement of operations. See Note 10 – Preference Shares Liabilities – for further details.

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,
 
     2020      2019      2020      2019  

Research and development

   $ —        $ 19      $ —        $ 163  

General and administrative

     107        19        249        163  

Financial expense, net

     55        —          299        —    

 

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18. REVENUE

Revenue Recognition

The Company enters into contracts that can include various combinations of products and services, which are generally capable of being distinct and accounted for as separate performance obligations. Revenue is recognized net of allowances for credits and any taxes collected from customers. Taxes collected are subsequently remitted to governmental authorities.

The Company determines revenue recognition through the following steps:

 

   

Identification of the contract, or contracts, with a customer;

 

   

Identification of the performance obligations in the contract;

 

   

Determination of the transaction price;

 

   

Allocation of the transaction price to the performance obligations in the contract; and

 

   

Recognition of revenue when, or as, the Company satisfies a performance obligation.

Nature of Products and Services

The Company’s revenue is primarily derived from usage-based fees earned from the sale of communications services offered through software solutions to large enterprises, as well as small and medium-sized customers.

The Company’s revenue is recognized upon the sending of a SMS message or by the authentication of a financial transaction of an end user of the Company’s customer using the Company’s platform in an amount that reflects the consideration the Company expects to receive in exchange for those services which is generally based upon agreed fixed prices per unit.

Platform access is considered a monthly service comprised of one performance obligation and usage-based fees are recognized as revenue in the period in which the usage occurs. After usage occurs, there are no remaining obligations that would preclude revenue recognition. Revenue from usage-based fees represented 98% and 98% of total revenue, for the three and the nine months ended September 30, 2020, respectively (98% and 98% of total revenue for the three and nine months ended September 30, 2019, respectively).

Subscription-based fees are derived from certain term-based contracts, such as with the sales of short codes and customer support, which is generally one year. Term-based contract revenue is recognized on a ratable basis over the contractual term of the arrangement beginning on the date that the service is made available to the customer.

Revenue from term-based fees represented 2% and 2% of total revenue for the three and the nine months ended September 30, 2020, respectively (2% and 2% of total revenue for the three and nine months ended September 30, 2019, respectively).

The Company’s arrangements do not contain general rights of return. The contracts do not provide customers with the right to take possession of the software supporting the applications. Amounts that have been invoiced are recorded in trade receivables and in revenue or deferred revenue depending on whether the revenue recognition criteria have been met.

Contract Balances

The Company receives payments from customers based on a billing schedule as established in its contracts. Contract assets are recorded when the Company has a conditional right to consideration for its completed performance under the contracts. Trade receivables are recorded when the right to this consideration becomes unconditional, which is as usage occurs. The Company did not have any contract assets as of September 30, 2020 and December 31, 2019.

Deferred revenue is recorded when cash payments are received in advance of future usage on non-cancellable contracts. As of September 30, 2020 and December 31, 2019, the Company recorded $1.5 million and $1.4 million, respectively, as deferred revenue in its condensed consolidated balance sheets. In the three and nine months ended September 30, 2020, the Company recognized $80,000 and $1.0 million, respectively, of revenue in its condensed consolidated statements of operations that was included in deferred revenue as of December 31, 2019.

Disaggregated Revenue

In general, revenue disaggregated by geography is aligned according to the nature and economic characteristics of the Company’s business and provides meaningful disaggregation of the Company’s results of operations. Refer to Note 12 – Geographic Information for details of revenue by geographic area.

 

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19. SUBSEQUENT EVENTS

On September 30, 2020, Kaleyra entered into a Warrant Exchange Agreement with Riverview Group LLC (the “Riverview agreement”). Riverview previously acquired warrants to purchase an aggregate of 3,780,000 shares of the Company’s common stock, par value $0.0001 per share, initially issued by the Company in its initial public offering on December 7, 2017. Pursuant to the Riverview Agreement, on October 2, 2020, Riverview surrendered the warrant shares and the Company issued an aggregate of 850,500 shares of common stock to Riverview in exchange for the warrants. There was no incremental value incurred in this exchange transaction. On October 2, 2020, pursuant to the effects of the Riverview Agreement, the total number of outstanding warrants was reduced to 7,374,938 outstanding warrants from the 11,154,938 previously outstanding warrants.

On October 7, 2020, Kaleyra S.p.A. received the approval by Intesa Sanpaolo S.p.A. to postpone payment of the amounts due under the existing Line 1 and Line 2 loans for an additional 3 months. As a result of this approval, the Company will postpone the payments of approximately $404,000 beyond December 31, 2020.

 

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

You should read the following management’s discussion and analysis in conjunction with the condensed consolidated financial statements of Kaleyra and the related notes included elsewhere in our Quarterly Report on Form 10-Q for the quarter ended September 30, 2020. The discussion below includes forward-looking statements about Kaleyra’s business, operations and industry that are based on current expectations that are subject to uncertainties and unknown or changed circumstances. Kaleyra’s actual results may differ materially from these expectations as a result of many factors, including, but not limited to, those risks and uncertainties described under “Risk Factors” and elsewhere in our Annual Report on Form 10-K for the year ended December 31, 2019 and this Quarterly Report on Form 10-Q. We assume no obligation to update the forward-looking statements or such risk factors.

This Quarterly Report on Form 10-Q and the documents incorporated herein by reference include forward-looking statements within the meaning and protections of Section 27A of the Securities Act of 1933, as amended, or the Securities Act, and Section 21E of the Securities Exchange Act of 1934, as amended, or the Exchange Act. These forward-looking statements are also made in reliance upon the safe harbor provision of the Private Securities Litigation Reform Act of 1995. Forward-looking statements include statements with respect to Kaleyra’s beliefs, plans, objectives, goals, expectations, anticipations, assumptions, estimates, intentions, and future performance, and involve known and unknown risks, uncertainties and other factors, which may be beyond our control, and which may cause our actual results, performance or achievements to be materially different from future results, performance or achievements expressed or implied by such forward-looking statements.

Overview

On November 25, 2019, the Company (f/k/a GigCapital, Inc.) completed the acquisition of Kaleyra S.p.A., pursuant to the terms of a Stock Purchase Agreement (the “Business Combination”). In connection with the Closing, the Company changed its name from GigCapital, Inc. to Kaleyra, Inc. GigCapital, Inc. was incorporated in Delaware on October 9, 2017 for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses. Kaleyra S.p.A. is a cloud communications software provider delivering secure Application Protocol Interfaces (“APIs”) and connectivity solutions in the API/Communication Platform as a Service market (“CPaaS”), headquartered in Milan, Italy and with operations in Italy, India, Dubai and the United States.

Kaleyra S.p.A. is a result of the expansion of the former Ubiquity, which was founded in Milan, Italy in 1999.

After securing a leading market position in mobile messaging in the Italian financial services industry, Kaleyra S.p.A. sought to expand its products and geographic offerings. Ubiquity acquired Solutions Infini in Bangalore, India beginning in 2017 and Buc Mobile in Vienna, Virginia in 2018. It was rebranded Kaleyra S.p.A. in February 2018.

Kaleyra provides its customers and business partners with a trusted cloud communications platform (the “Platform”) that seamlessly integrates software services and applications for business-to-consumer communications between Kaleyra’s customers and their end-user customers and partners on a global basis. These communications are increasingly managed through mobile network operators as the gateway to reach end-user consumers’ mobile devices. Kaleyra’s Platform enables these communications by integrating mobile alert notifications and interactive capabilities to reach and engage end user customers. It does so, coupled with a “software as a service” (SaaS) business model, creating what is generally referred to as a “cloud communications platform as a service”, or simply CPaaS. Kaleyra’s solutions include identity authentication, mobile and voice notifications on transactions, and banking services authorizations, most notably via different integrated mobile channels through its Platform.

Kaleyra’s vision is to be the CPaaS provider which best aligns with its customers’ communication requirements, or most trusted provider, in the world. This requires a combination of security, compliance and integration capabilities that protects the integrity and privacy of Kaleyra’s customers’ and business partners’ transactions and includes other key features such as ease of provisioning, reliable network connectivity, high availability for scaling, redundancy, embedded regulatory compliance, configurable monitoring and reporting. Kaleyra believes the percentage of CPaaS customers that will require security, compliance and integration will represent an increasingly larger portion of the market, particularly with the expected exponential growth of transactional-by-nature cloud communications applications, better enabling Kaleyra to set itself apart from its competition.

During the three and nine months ended September 30, 2020, Kaleyra processed nearly 6.3 billion and 18.6 billion billable messages and 1.1 billion and 2.5 billion voice calls, respectively. Kaleyra organizes its efforts in four principal offices in New York, New York, Vienna, Virginia, Milan, Italy and Bangalore, India with an employee base of more than 300 employees.

Kaleyra has more than 3,500 customers and business partners worldwide across industry verticals such as financial services, ecommerce and transportation, with no single customer representing more than 15% of revenues. In both the three months ended September 30, 2020 and 2019, Kaleyra had one customer which accounted for more than 10% of Kaleyra’s revenues. In both the nine months ended September 30, 2020 and 2019, Kaleyra had one customer which accounted for more than 10% of Kaleyra’s revenues.

 

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Although Kaleyra continues to expand by introducing new customers to the Platform, the breadth and stability of its existing customers provide it with a solid base of revenue upon which it can continue to innovate and make investment to strengthen its product portfolio, expand its global presence, and in particular into the North America and Asia-Pacific markets with the acquired Solutions Infini and Buc Mobile businesses, recruit world-class talent and target accretive acquisitions to capitalize on its growing market penetration opportunities and value creation.

Kaleyra’s underlying technology used in the Platform is the same across all of its communication services which can generally be described as “omni-channel mobile first interactive notifications via a public or private cloud implementation.” These services include programmable voice/Interactive Voice Response (IVR) configurations, inbound/outbound short message service capabilities, hosted telephone numbers, and other types of IP communications services such as e-mail and WhatsApp®.

Kaleyra’s customers are enterprises which use digital, mobile communications in the conduct of their business. Kaleyra’s Platform enables these communications by integrating mobile alert notifications and interactive capabilities to reach and engage end user customers. Kaleyra enables its customers and business partners to connect enterprise software and applications to mobile network operators by providing a single simple interface by which Kaleyra can undertake as necessary to make upgrades in its service offerings to account for new end-user consumer behavior changes and progress (such as adding WhatsApp integration).

Kaleyra services a broad base of customers throughout the world operating in diverse businesses and regions. Kaleyra’s business is generated by providing data to the telecommunications provider and transmitting message data from its customers or business partners. Kaleyra has a concentration of business within the financial services industry that serves their major European banking end-user customers. With each relationship Kaleyra is the link between the financial institutions and their unique, end-user customers. In linking these two parties, Kaleyra’s Platform leverages the telecommunications provider to transmit critical message data to these end-user customers.

For the three and nine months ended September 30, 2020 and 2019, all of Kaleyra’s revenue was derived from its messaging products in the CPaaS market.

Kaleyra’s revenue is primarily driven by the number of messages delivered to its customers and business partners. Kaleyra’s fees vary depending on the contract. In the three months ended September 30, 2020, the number of messages delivered to customers increased by 22.2% in voice services compared to the three months ended September 30, 2019.

Kaleyra is exposed to fluctuations of the currencies in which its transactions are denominated. Specifically, a material portion of Kaleyra’s revenues and purchases are denominated in Euros and Indian Rupees.

Kaleyra’s business partners in Italy mainly consist of banks and other credit card issuers that connect to their customers (end-user customers) sending highly secured and reliable messages through Kaleyra’s platform. Volume of messages delivered to these customers is in line with the same period of last year.

FACTORS AFFECTING COMPARABILITY OF RESULTS

The Business Combination

The Business Combination is accounted for as a reverse recapitalization in accordance with accounting principles generally accepted in the United States of America (“US GAAP”). Under this method of accounting, Kaleyra, Inc. is treated as the “acquired” company for financial reporting purposes. Accordingly, for accounting purposes, the business combination is treated as the equivalent of Kaleyra S.p.A. issuing stock for the net assets of Kaleyra, Inc., accompanied by a recapitalization.

The net assets of Kaleyra, Inc. are stated at historical cost, with no goodwill or other intangible assets recorded. Reported amounts from operations included herein prior to the Business Combination are those of Kaleyra S.p.A. The shares and net loss per share available to holders of Kaleyra’s common stock, prior to the Business Combination, have been retrospectively adjusted to reflect the exchange ratio established in the Business Combination.

As consideration for the Business Combination, on November 25, 2019 (the “Business Combination Date”), Kaleyra issued, in the aggregate, 10,687,106 shares of common stock to the Sellers. Furthermore, on April 29, 2020, as additional consideration for the Business Combination as an earn-out, Kaleyra issued 1,763,633 shares of its common stock to the Sellers.

In addition, as consideration for the Business Combination, on November 25, 2019 Kaleyra issued unsecured convertible promissory notes to each of Esse Effe S.p.A (“Esse Effe”) and Maya Investments Limited (“Maya”) in the amount of $6.0 million and $1.5 million, respectively, and also issued other unsecured promissory notes to each of Esse Effe and Maya in the identical respective amounts. See “Liquidity and Capital Resources” below.

 

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COVID-19

The current COVID-19 pandemic has affected and will continue to affect economies and business around the world. To date, various governmental authorities and private enterprises have implemented numerous measures to contain the pandemic, such as travel bans and restrictions, quarantines, shelter-in-place orders and shutdowns, which have led to severe disruptions to the global economies that may continue for a prolonged duration and trigger a recession or a period of economic slowdown. We do not yet know the full extent of potential impacts on our revenues, business operations or overall financial condition. At this stage, revenues are expected to confirm their increasing trend once compared to the previous year, despite a foreseen negative impact in terms of gross marginality. The extent and duration of the pandemic is highly uncertain and difficult to predict. Kaleyra is actively monitoring and managing its response and assessing actual and potential impacts to its operating results and financial condition, which could also impact trends and expectations.

Restricted Stock Units (“RSUs”)

In December 2019, RSUs were granted to certain employees, directors and advisory board members of Kaleyra for a total of 3,336,095 RSUs shares with an aggregate grant date fair value of $27.5 million, based on a per share grant date fair value of $8.25.

In March 2020, the Board’s Compensation Committee approved the grant of 113,506 RSUs to a new manager of Kaleyra.

In May 2020, the Board approved the grant of 447,714 RSUs to three new mangers and two new advisory board members of Kaleyra.

On August 6, 2020, the Board’s Compensation Committee approved the grant of 500,200 RSUs to sixty-nine employees of the Company as part of Kaleyra’s retention plan.

RSUs compensation expense for the three months ended September 30, 2020 was $4.9 million of which $1.2 million is recorded in research and development, $1.3 million in sales and marketing, and $2.5 million in general and administrative.

As of September 30, 2020, there was $16.0 million of unrecognized compensation cost related to non-vested RSUs.

Preference shares liabilities and accrued performance bonuses

Preference shares liabilities amounting to zero and $2.5 million as of September 30, 2020 and December 31, 2019, respectively, represent Kaleyra’s obligation to purchase in 2020 the preference shares from certain employees of Solutions Infini as a part of the Solutions Infini 2018 Purchase Agreement.

On March 9, 2020, Kaleyra signed a modification of the 2018 Solutions Infini Purchase Agreement to reduce the price of the preference shares to be purchased from the eligible employees of Solutions Infini in July 2020 to their face value, amounting to Indian Rupee 10.0 per each preference share. As a result of this modification, effective on January 30, 2020, the total preference shares obligation was reduced to Indian Rupee 132,000 ($2,000 at the July 31, 2020 exchange rate) and paid in full on July 31, 2020.

On January 31, 2020, Kaleyra agreed to pay, to the eligible employees of the preference shares, performance bonuses for a total amount of $3.5 million, to be paid in 2020, as a replacement of the preference shares obligation.

On March 24, 2020, given the prevailing situation of the COVID-19 pandemic both globally and in India, Kaleyra agreed with two of the eligible employees to delay payment of their performance bonuses, for a total amount of $1.4 million, and evaluate the timeline for payment thereof at a later date.

On July 31, 2020, following the resolution of the Board of Directors of Solutions Infini, the payment of the previously outstanding performance bonus obligation with two of the eligible employees was paid on August 31, 2020 for $1.4 million (at the August 31, 2020 exchange rate).

As of September 30, 2020, the outstanding performance bonus obligation payable to the eligible employees amounted to $2.1 million.

As a result of the modification and agreements described above, $2.5 million of preference shares obligation was reversed to the statement of operations for the nine months ended September 30, 2020 and $3.7 million of performance bonuses were recorded in the same period resulting in a $1.2 million net impact to the condensed consolidated statement of operations (before tax).

 

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For the nine months ended September 30, 2020 and 2019, the net impact of the preference shares amendment and the performance bonus agreements, on loss before income tax expense (benefit) was as follows (in thousands):

 

     Nine Months Ended
September 30,
 
     2020      2019  

Research and development

   $ 524      $ —    

Sales and marketing

     1,093        —    

General and administrative

     (30      —    

Financial income (expense), net

     (417      —    
  

 

 

    

 

 

 

Total

   $ 1,170      $ —    
  

 

 

    

 

 

 

In addition, the accrual of the performance bonuses mentioned above resulted in a $920,000 tax deduction for the nine months ended September 30, 2020, as, unlike preference shares costs, performance bonus expenses are deductible for tax purposes.

Critical Accounting Policies and Management Estimates

Our critical accounting policies and significant estimates are detailed in our Annual Report on Form 10-K for the fiscal year ended December 31, 2019. Our critical accounting policies and significant estimates have not changed substantially from those previously disclosed in our Annual Report on Form 10-K for the year ended December 31, 2019. 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 recent outbreak of a novel strain of the coronavirus (“COVID-19”).

Key Business Metrics

Revenue

Kaleyra’s revenue is generated primarily from usage-based fees earned from the sale of communication services offered through software solutions to large enterprises, as well as small and medium-sized customers. Revenue can be billed in advance or in arrears depending on the terms of the agreement; for the majority of customers, revenue is invoiced on a monthly basis in arrears.

Cost of Revenue and Gross Profit

Cost of revenue consists primarily of costs of communications services purchased from network service providers. Cost of revenue also includes the cost of Kaleyra’s cloud infrastructure and technology platform, amortization of capitalized internal-use software development costs related to the platform applications and amortization of developed technology acquired in past business combinations.

Gross profit is equal to the revenue less cost of revenue associated with delivering the communication services to Kaleyra’s customers.

Operating Expenses

Kaleyra’s operating expenses include research and development expense, sales and marketing expense, general and administrative expense, transactions costs and depreciation and amortization, excluding the depreciation and amortization expense related to the technology platform.

Research and Development Expense

Research and development expense consist primarily of personnel costs, including stock-based compensation, the costs of the technology platform used for staging and development, outsourced engineering services, amortization of capitalized internal-use software development costs (other than those related to the technology platform) and an allocation of general overhead expenses. Kaleyra capitalizes the portion of its software development costs that meet the criteria for capitalization.

Sales and Marketing Expense

Sales and marketing expense is comprised of compensation, variable incentive compensation, benefits related to Kaleyra’s sales personnel, along with travel expenses, other employee related costs including stock-based compensation, and expenses related to advertising, marketing programs and events.

 

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General and Administrative Expense

General and administrative expense is comprised of compensation and benefits of administrative personnel, including variable incentive pay and stock-based compensation, and other administrative costs such as facilities expenses, professional fees, and travel expenses.

Results of Operations

Three and nine months ended September 30, 2020 compared with three and nine months ended September 30, 2019

Comparison of the three and nine months ended September 30, 2020 and 2019 is as follows (in thousands):

 

     Three Months Ended
September 30,
     Nine Months Ended
September 30,
 
     2020      2019      2020      2019  

Revenue

   $ 38,268      $ 35,329      $ 103,100      $ 93,925  

Cost of revenue (1)

     30,763        28,321        86,511        75,645  
  

 

 

    

 

 

    

 

 

    

 

 

 

Gross profit

     7,505        7,008        16,589        18,280  
  

 

 

    

 

 

    

 

 

    

 

 

 

Operating expenses:

           

Research and development (2)

     2,259        1,279        7,415        3,869  

Sales and marketing (1)(2)

     3,423        1,432        10,155        4,392  

General and administrative (2)

     6,441        2,927        20,737        10,667  
  

 

 

    

 

 

    

 

 

    

 

 

 

Total operating expenses

     12,123        5,638        38,307        18,928  
  

 

 

    

 

 

    

 

 

    

 

 

 

Income (loss) from operations

     (4,618      1,370        (21,718      (648

Other income, net

     38        11        91        106  

Financial income (expense), net

     (468      (141      (1,027      (206

Foreign currency income (loss)

     (548      (260      (795      (402
  

 

 

    

 

 

    

 

 

    

 

 

 

Loss before income tax expense (benefit)

     (5,596      980        (23,449      (1,150

Income tax expense (benefit)

     (263      168        (1,165      719  
  

 

 

    

 

 

    

 

 

    

 

 

 

Net income (loss)

   $ (5,333    $ 812      $ (22,284    $ (1,869
  

 

 

    

 

 

    

 

 

    

 

 

 

 

(1)

For the three and nine months ended September 30, 2020 and 2019, the expense includes amortization of intangible assets acquired in a business combination as noted in the table below (in thousands):

 

     Three Months Ended
September 30,
     Nine Months Ended
September 30,
 
     2020      2019      2020      2019  

Cost of revenue

   $ 158      $ 163      $ 474      $ 490  

Sales and marketing

     244        272        746        832  
  

 

 

    

 

 

    

 

 

    

 

 

 

Total

   $ 402      $ 435      $ 1,220      $ 1,322  
  

 

 

    

 

 

    

 

 

    

 

 

 

 

(2)

For the three and nine months ended September 30, 2020 and 2019, operating expenses include stock-based compensation related to RSUs as noted in the table below (in thousands):

 

     Three Months Ended
September 30,
     Nine Months Ended
September 30,
 
     2020      2019      2020      2019  

Research and development

   $ 1,161      $ —        $ 3,613      $ —    

Sales and marketing

     1,281        —          3,434        —    

General and administrative

     2,480        —          8,709        —    
  

 

 

    

 

 

    

 

 

    

 

 

 

Total

   $ 4,922      $ —        $ 15,756      $ —    
  

 

 

    

 

 

    

 

 

    

 

 

 

 

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Comparison of the three months ended September 30, 2020 and 2019

 

     Three Months Ended
September 30,
               
     2020      2019      $ Change      % Change  

Revenue

   $ 38,268      $ 35,329      $ 2,939        8

Cost of revenue

     30,763        28,321        2,442        9
  

 

 

    

 

 

    

 

 

    

Gross profit

     7,505        7,008        497        7
  

 

 

    

 

 

    

 

 

    

Operating expenses:

           

Research and development

     2,259        1,279        980        77

Sales and marketing

     3,423        1,432        1,991        NM  

General and administrative

     6,441        2,927        3,514        NM  
  

 

 

    

 

 

    

 

 

    

Total operating expenses

     12,123        5,638        6,485        NM  
  

 

 

    

 

 

    

 

 

    

Income (loss) from operations

     (4,618      1,370        (5,988      NM  

Other income, net

     38        11        27        NM  

Financial income (expense), net

     (468      (141      (327      NM  

Foreign currency income (loss)

     (548      (260      (288      NM  
  

 

 

    

 

 

    

 

 

    

Loss before income tax expense (benefit)

     (5,596      980        (6,576      NM  

Income tax expense (benefit)

     (263      168        (431      NM  
  

 

 

    

 

 

    

 

 

    

Net income (loss)

   $ (5,333    $ 812      $ (6,145      NM  
  

 

 

    

 

 

    

 

 

    

NM = Not meaningful

Revenue

In the three months ended September 30, 2020, revenue increased by $2.9 million, or 8%, compared to the three months ended September 30, 2019. This increase was mainly driven by a general increase in volumes, in particular in voice services.

Cost of Revenue and Gross Profit

In the three months ended September 30, 2020, cost of revenue increased by $2.4 million, or 9%, compared to the three months ended September 30, 2019. The increase in cost of revenue was primarily attributable to the increase in voice activities, partially offset by the effects of the renegotiation of agreements in premium services. In the three months ended September 30, 2020, gross profit increased by 7% compared to the three months ended September 30, 2019, mainly as a result of the above described effects in premium services, partially offset by the effects of higher connectivity costs temporarily incurred during the initial delivery phase of new customer accounts that generated significant transaction volumes in the three months ended September 30, 2020.

Operating Expenses

In the three months ended September 30, 2020, research and development expenses increased by $980,000, compared to the three months ended September 30, 2019. Research and development expenses included $1.2 million of stock-based compensation, compared to zero in the three months ended September 30, 2019. Excluding such costs and the $697,000 capitalized software development costs, compared to zero capitalized costs in the three months ended September 30, 2019, research and development expenses would have increased by $516,000 mainly due to an increase in the headcount compared to same period last year.

In the three months ended September 30, 2020, sales and marketing expenses increased by $2.0 million compared to the three months ended September 30, 2019. Sales and marketing expenses included $1.3 million of stock-based compensation, compared to zero in the three months ended September 30, 2019. Excluding such costs, sales and marketing expense would have increased by $710,000. Such increase was primarily driven by an increase in headcount compared to same period last year.

In the three months ended September 30, 2020, general and administrative expenses increased by $3.5 million compared to the three months ended September 30, 2019. General and administrative expenses included $2.5 million of stock-based compensation in the three months ended September 30, 2020, compared to zero in the three months ended September 30, 2019. Excluding such costs, general and administrative expenses would have increased by $1.0 million mainly due to an increase in the headcount compared to same period last year.

 

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Other Income, Net

Other income, net amounting to $38,000 and $11,000 in the three months ended September 30, 2020 and 2019, respectively was substantially unchanged.

Financial Income (Expense), Net

In the three months ended September 30, 2020, financial expense, net increased by $327,000, compared to the same period last year, from a financial expense of $141,000 to a financial expense of $468,000 mainly driven by an increase in interest expense in the three months ended September 30, 2020 compared to same period last year, due to more bank and other borrowings, debt for forward share purchase agreements and notes payable compared to the same period last year.

Foreign Currency Income (Loss)

In the three months ended September 30, 2020, foreign currency loss increased by $288,000, compared to three months ended September 30, 2019. Such change was mainly attributable to the effects of the fluctuation of the Indian Rupee and Euro against the U.S. dollar.

Income Tax Expense (Benefit)

In the three months ended September 30, 2020, income tax expense (benefit) decreased by $431,000 from an income tax expense of $168,000 to an income tax benefit of $263,000 mainly due to deferred tax assets recognized on tax loss carry-forwards.

Comparison of the nine months ended September 30, 2020 and 2019

 

     Nine Months Ended
September 30,
               
     2020      2019      $ Change      % Change  

Revenue

   $ 103,100      $ 93,925      $ 9,175        10

Cost of revenue

     86,511        75,645        10,866        14
  

 

 

    

 

 

    

 

 

    

Gross profit

     16,589        18,280        (1,691      (9 %) 
  

 

 

    

 

 

    

 

 

    

Operating expenses:

           

Research and development

     7,415        3,869        3,546        92

Sales and marketing

     10,155        4,392        5,763        NM  

General and administrative

     20,737        10,667        10,070        94
  

 

 

    

 

 

    

 

 

    

Total operating expenses

     38,307        18,928        19,379        NM  
  

 

 

    

 

 

    

 

 

    

Loss from operations

     (21,718      (648      (21,070      NM  

Other income, net

     91        106        (15      (14 %) 

Financial income (expense), net

     (1,027      (206      (821      NM  

Foreign currency income (loss)

     (795      (402      (393      (98 %) 
  

 

 

    

 

 

    

 

 

    

Loss before income tax expense (benefit)

     (23,449      (1,150      (22,299      NM  

Income tax expense (benefit)

     (1,165      719        (1,884      NM  
  

 

 

    

 

 

    

 

 

    

Net loss

   $ (22,284    $ (1,869    $ (20,415      NM  
  

 

 

    

 

 

    

 

 

    

NM = Not meaningful

Revenue

In the nine months ended September 30, 2020, revenue increased by $9.2 million, or 10%, compared to the nine months ended September 30, 2019. This increase was mainly driven by a general increase in volumes, in particular in voice services.

Cost of Revenue and Gross Profit

In the nine months ended September 30, 2020, cost of revenue increased by $10.9 million, or 14%, compared to the nine months ended September 30, 2019. The increase in cost of revenue was primarily attributable to the increase in voice activities, partially offset by the effects of the renegotiation of agreements in premium services. In the nine months ended September 30, 2020, gross profit decreased by 9% compared to the nine months ended September 30, 2019, mainly as a result of the effects of higher connectivity costs temporarily incurred during the initial delivery phase of new customer accounts that generated significant transaction volumes in the nine months ended September 30, 2020, partially offset by the above described effects in premium services.

 

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Operating Expenses

In the nine months ended September 30, 2020, research and development expenses increased by $3.5 million, compared to the nine months ended September 30, 2019. Research and development expenses included $3.6 million of stock-based compensation and a net impact of $524,000 for the Solutions Infini performance bonuses and preference shares amendment in the nine months ended September 30, 2020, compared to zero for both items, in the nine months ended September 30, 2019. Excluding such costs and the $2.1 million capitalized software development costs, compared to zero capitalized costs in the nine months ended September 30, 2019, research and development expenses would have increased by $1.5 million mainly due to an increase in the headcount compared to same period last year and the pro-rata 2020 MBO bonus accruals.

In the nine months ended September 30, 2020, sales and marketing expenses increased by $5.8 million compared to the nine months ended September 30, 2019. Sales and marketing expenses included $3.4 million of stock-based compensation and a net impact of $1.1 million for the Solutions Infini performance bonuses and preference shares amendment in the nine months ended September 30, 2020, compared to zero for both items, in the nine months ended September 30, 2019. Excluding such costs, sales and marketing expense would have increased by $1.2 million. Such increase was primarily driven by an increase in headcount compared to same period last year and the pro-rata 2020 MBO bonus accruals.

In the nine months ended September 30, 2020, general and administrative expenses increased by $10.1 million compared to the nine months ended September 30, 2019. General and administrative expenses included (i) $8.7 million of stock-based compensation in the nine months ended September 30, 2020, compared to zero in the nine months ended September 30, 2019; and (ii) $3.5 million transaction costs, special performance bonus costs and costs pertaining to initial public company compliance in the nine months ended September 30, 2020 as compared to $3.8 million transaction costs and costs pertaining to initial public company compliance in the nine months ended September 30, 2019. Excluding such costs, general and administrative expenses would have increased by $1.0 million. Such increase was primarily driven by an increase in headcount compared to same period last year and the pro-rata 2020 MBO bonus accruals.

Other Income, Net

In the nine-month period ended September 30, 2020, other income, net decreased by $15,000, compared to nine months ended September 30, 2019. Such decrease is mainly attributable to the fact that in the nine months ended September 30, 2019 this item included certain government incentives received by Kaleyra in connection with research and development activities which were significantly reduced in the nine-month period ended September 30, 2020.

Financial Income (Expense), Net

In the nine months ended September 30, 2020, financial expense, net increased by $821,000, compared to the same period last year, from a financial expense of $206,000 to a financial expense of $1.0 million, mainly driven by an increase in interest expense in the nine months ended September 30, 2020 compared to same period last year, due to more bank and other borrowings, debt for forward share purchase agreements and notes payable compared to the same period last year. The increase in interest expense was partially offset by the reversal of interest expense previously accrued on the Solutions Infini preference share obligations related to the amendment signed in January 2020. Excluding such non-recurring preference share interest reversal of $417,000, financial expense, net would have increased by $1.2 million in the nine months ended September 30, 2020 compared to the same period last year.

Foreign Currency Income (Loss)

In the nine months ended September 30, 2020, foreign currency loss increased by $393,000, compared to nine months ended September 30, 2019. Such change was mainly attributable to the effects of the fluctuation of the Indian Rupee and Euro against the U.S. dollar.

Income Tax Expense (Benefit)

In the nine months ended September 30, 2020, income tax expense (benefit) decreased by $1.9 million from an income tax expense of $719,000 to an income tax benefit of $1.2 million mainly due to deferred tax assets recognized on Solution Infini performance bonuses and tax loss carryforwards.

LIQUIDITY AND CAPITAL RESOURCES

As of September 30, 2020, Kaleyra had $31.5 million of cash and cash equivalents and $5.1 million of short-term investments with maturity terms between 4 and 12 months held in India. As of December 31, 2019, the Company had $16.1 million of cash and cash equivalents, $20.9 million of restricted cash and $5.1 million of short-term investments. Restricted cash as of December 31, 2019 was held in the Unites States and consisted of cash deposited into savings or escrow accounts with two financial institutions as collateral for Kaleyra’s respective obligations under each of the forward share purchase agreements with Glazer Capital and Yakira Capital Management, Inc. Such obligations were satisfied in May 2020, and as a result, Kaleyra no longer has any restricted cash.

 

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The condensed consolidated balance sheet as of September 30, 2020 includes total current assets of $79.7 million and total current liabilities of $73.6 million, resulting in net assets of $6.0 million.

On June 24, 2020, the Company entered into an Underwriting Agreement (the “Underwriting Agreement”) with Oppenheimer & Co. Inc. and Nomura Securities International, Inc. acting as joint book-running managers and as representatives of the underwriters named therein (collectively, the “Underwriters”) relating to the issuance and sale of 7,777,778 shares of the Company’s common stock, par value $0.0001 per share (the “Offering”). The price to the public in the Offering was $4.50 per share, before underwriting discounts and commissions. Under the terms of the Underwriting Agreement, the Company granted the Underwriters an option, exercisable for 30 days, to purchase up to an additional 1,166,666 shares of common stock. The Offering closed on June 29, 2020 and resulted in net proceeds to the Company of approximately $32.0 million, after deducting underwriting discounts and commissions and estimated Offering expenses payable by the Company. On July 22, 2020, the Underwriters issued notice under the terms of the Underwriting Agreement that they were partially exercising and closed on their option to purchase an additional 984,916 shares of common stock of the Company at the public offering price less underwriting discounts. On the settlement date of July 24, 2020, the additional net proceeds from the overallotment option amounted to $4.2 million, after deducting underwriting discounts and commissions and estimated Offering expenses payable by the Company.

On June 30, 2020, following the Offering described above, the Company used approximately $5.5 million of the net proceeds to repay debt, consisting of: (i) the previously outstanding promissory note in the amount of $400,000 issued to Northland Securities, Inc., (ii) the previously outstanding promissory notes issued to the Founders and certain of their affiliates in the aggregate amount of $3.6 million, and (iii) the previously outstanding promissory note issued to the former holder of capital stock of Kaleyra S.p.A., Maya Investments Limited, in the amount of $1.5 million. In July 2020, the Company also used the Offering proceeds to pay the previously outstanding promissory note issued to the former holder of capital stock of Kaleyra S.p.A., Esse Effe, in the amount of $6.0 million.

Management currently plans to retain the cash in the jurisdictions where these funds are currently held. Kaleyra believes its cash, cash flows from operations and availability of borrowings will be sufficient to support its planned operations for at least the next 12 months.

Kaleyra finances its operations through a combination of cash generated from operations and from borrowings under Kaleyra bank facilities primarily with banks located in Italy. Kaleyra’s long-term cash needs primarily include meeting debt service requirements, working capital requirements and capital expenditures.

Kaleyra may also pursue strategic acquisition opportunities that may impact its future cash requirements. There are a number of factors that may negatively impact its available sources of funds in the future including the ability to generate cash from operations, obtain additional financing or refinance existing short-term debt obligations, including those related to acquisitions completed in prior periods. The amount of cash generated from operations is dependent upon factors such as the successful execution of Kaleyra’s business strategies and worldwide economic conditions. The amount of debt available under future financings is dependent on Kaleyra’s ability to maintain adequate cash flow for debt service and sufficient collateral, and general financial conditions in Kaleyra’s market.

Kaleyra may opportunistically raise debt capital, subject to market and other conditions, to refinance its existing capital structure at a lower cost of capital and extend the maturity period of certain debt. Additionally, Kaleyra may also raise debt capital for strategic opportunities which may include acquisitions of additional companies, and general corporate purposes. If additional financing is required from outside sources, Kaleyra may not be able to raise it on terms acceptable to it or at all. If Kaleyra is unable to raise additional capital when desired, Kaleyra’s business, operating results and financial condition may be adversely affected.

Kaleyra has a number of long-standing business and banking relationships with major Italian commercial banks where it maintains both cash accounts and a credit relationship. Historically, Kaleyra has used cash generated from operations to fund its growth and investment opportunities. As Kaleyra’s management made the decision to expand its operations outside of Italy and acquired additional companies, it took on certain additional financing in order to fund cash payments due on the acquisitions. As of September 30, 2020, Kaleyra’s total bank and other borrowings, including amounts drawn under the revolving credit line facilities was $47.7 million ($27.3 million as of December 31, 2019).

Kaleyra has credit line facilities of $7.4 million as of September 30, 2020, of which $4.6 million has been used. As of December 31, 2019, Kaleyra had credit line facilities of $5.6 million, of which $3.6 million had been used. Amounts drawn under the credit line facilities are collateralized by specific customer trade receivables and funds available under the line are limited based on eligible receivables.

 

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Promissory Note payable to suppliers

On April 16, 2020, in connection with the Business Combination, Kaleyra entered into a Settlement Agreement and Release (the “Settlement Agreement”) with its 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 Kaleyra (the “Settlement Shares”) to be issued the business day prior to the filing of a resale registration statement for such Settlement Shares (the “Resale Registration Statement”), (ii) convertible notes totaling $2.7 million in the aggregate with a maturity date three years after issuance and bearing interest at five percent (5%) per annum (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 event that the Beneficial Ownership Limitation (as defined below) would otherwise be exceeded upon delivery of the Settlement Shares above, a warrant agreement also to be entered into with and issued to the Services Firms the business day prior to the filing of the Resale Registration Statement, whereby the amount of common stock of Kaleyra by which the Beneficial Ownership Limitation would otherwise have been exceeded upon delivery of the Settlement Shares 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 Kaleyra 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 Kaleyra on the NYSE American LLC stock exchange (the “VWAP”) on the business day immediately prior to the date on which Kaleyra files the Resale Registration Statement. In addition, the price per share for determining the number of shares of common stock of Kaleyra to be issued upon the conversion of the convertible notes shall be a five percent (5%) premium to the ten-day (10-day) trailing VWAP as of the date immediately prior to the issuance date of the convertible notes, rounded down to the nearest whole number.

On May 1, 2020, in connection with the Settlement Agreement, Kaleyra 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; 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 is convertible at the option of Cowen Investments into 303,171 shares of common stock of Kaleyra, if there has been no principal reduction, and the unpaid principal of the Chardan Note is convertible at the option of Chardan into 53,501 shares of common stock of Kaleyra, if there has been 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.

As of September 30, 2020, the outstanding amount of the Cowen Note was $2.3 million and accrued interest was $34,000. As of September 30, 2020, the outstanding amount of the Chardan Note was $405,000 and accrued interest was $8,000.

Notes Payable to the Sellers

As mentioned above, at the Closing of the Business Combination, Kaleyra issued unsecured convertible promissory notes to each of Esse Effe and Maya in the amount of $6.0 million and $1.5 million, respectively, and also issued other unsecured non-convertible promissory notes to each of Esse Effe and Maya in the identical respective amounts (the “Notes payable to the Sellers”). Interest on the Notes Payable to the Sellers will accrue at a fixed interest rate equal to the one-year U.S. dollar LIBOR interest rate published in The Wall Street Journal on the date of the Business Combination, plus a margin of one percent (1%) per annum. The principal amount of $1.5 million plus accrued interest of $26,000 for the unsecured non-convertible promissory note held by Maya was paid in full by the Company on June 30, 2020, and no amount remains outstanding for such note. On July 2, 2020, the previously outstanding amount of the unsecured Non-convertible Note held by Esse Effe was repaid in full, with a total of $6.0 million in principal and $105,000 in accrued interest being paid to Esse Effe.

Forward Share Purchase Agreements obligations

In 2019, Kaleyra entered into certain forward share purchase agreements or similar arrangements with third parties including: Greenhaven, Yakira, Kepos Alpha Fund L.P, (“KAF”), Glazer Capital and Nomura Global Financial Products, Inc. (“NGFP”). In connection with such forward share purchase agreements or similar arrangements, Kaleyra assumed the obligations to repurchase its own shares at a fixed price subject to certain condition described in the agreements. See Note 8 of the condensed consolidated financial statements for the three months ended September 30, 2020 for a description of the forward share purchase agreements.

 

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As of September 30, 2020, Kaleyra’s debt for forward share purchase agreements amounted to $480,000. Pursuant to the terms of the Confirmation, as amended, Kaleyra had prepaid $17.0 million for its potential forward repurchase of the Nomura Shares from NGFP, but would owe, in the event of a forward repurchase, an amount equal to the product of (x) $10.5019, (y) the Accrual Percentage (as defined below), and (z) the number of shares being repurchased from NGFP. The “Accrual Percentage” is 3.50% per annum, ending on November 25, 2021.

On January 23, 2020, Kaleyra entered into Amendment No. 3 to the Greenhaven Purchase Agreement (the “Greenhaven Amendment No. 3”). The Greenhaven Amendment No. 3 provided that Greenhaven had the right to put its subject shares to Kaleyra on the following dates and at the following purchase prices: (i) $11.00 per share for up to 248,963 shares to be sold to Kaleyra on February 21, 2020; and (ii) $11.70 per share for the next 700,000 shares to be sold to Kaleyra on August 30, 2020. Greenhaven Amendment No. 3 also provided that Greenhaven may continue to sell its subject shares in the open market, at its sole discretion, as long as the sales price is above $8.50 per share. On February 20, 2020, Kaleyra repurchased an aggregate of 235,169 of its common stock for $2.6 million. In addition, Kaleyra paid Greenhaven $152,000 for the 60,996 shares that Greenhaven sold on the open market representing the amount at which the $11.00 exceeded the selling price. Pursuant to Greenhaven Amendment No. 3, on August 30, 2020, Kaleyra was to pay Greenhaven an amount equal to (1) the number of shares (including any Additional Shares) sold by Greenhaven in the open market between February 21, 2020 and August 30, 2020 multiplied by (2) the amount by which $11.70 exceeds the sale price per share. Kaleyra understands that Greenhaven as of June 30, 2020 had sold 160,452 shares in the open market, for which the aggregate difference between the sale price per share and $11.70 totaled $832,000. In addition, the Company understands that Greenhaven as of June 30, 2020 owned 539,548 shares.

On July 18, 2020, the Company entered into Amendment No. 4 to the Greenhaven Purchase Agreement (the “Greenhaven Amendment No. 4”). The Greenhaven Amendment No. 4 provided that Greenhaven had the right to put the remaining 539,548 subject shares that Greenhaven held to the Company at $11.70 per share minus $100,000 on July 21, 2020, or $6.2 million, which was a reduction of $100,000 to the amount for which these shares could otherwise have been sold to the Company on August 30, 2020. As a result of the Greenhaven Amendment No. 4, the Company owed Greenhaven the sum of $832,000 plus $6.2 million, or $7.0 million. Under the terms of the Greenhaven Amendment No. 4, on July 21, 2020, Kaleyra paid Greenhaven this outstanding debt of $7.0 million in satisfaction of all obligations under the Greenhaven Purchase Agreement. As of September 30, 2020, there was no longer any amount owed to Greenhaven.

On February 7, 2020, the Yakira Purchase Agreement was amended (the “First Yakira Amendment”). The First Yakira Amendment provides that Kaleyra may be obligated to purchase some or all of 43,930 shares that resulted from the conversion of rights if Yakira exercises an option to sell such shares to Kaleyra at a purchase price of $10.93 per share (which is an increase from $10.50 per share) as soon as practicable on or after the six-month anniversary of the Business Combination Date. On May 9, 2020, Kaleyra entered into a second amendment to the forward share purchase agreement with Yakira (the “Second Yakira Amendment”). The Second Yakira Amendment provides that Kaleyra will purchase from Yakira these 43,930 shares as soon as practicable on or after (but no later than the fifth business day after) December 31, 2020.

In addition, on May 11, 2020, Yakira issued notice under the Yakira Purchase Agreement for Kaleyra to repurchase 1,084,150 shares of common stock at $10.6819 per share, for an aggregate purchase price of $11.6 million, with such payment to be made with restricted cash previously placed in an escrow account with an escrow agent pursuant to the terms of the Yakira Purchase Agreement, plus an additional $4,000. These shares were repurchased by Kaleyra on May 18, 2020 and are unrelated to the 43,930 shares discussed above. As a result of this repurchase, no cash remains in the escrow account in accordance with the terms of the Yakira Purchase Agreement.

As of September 30, 2020, the Company’s debt in connection with the Yakira Purchase Agreement amounted to $480,000.

 

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Long-term financial obligations

Long-term financial obligations, excluding Debt for Forward Share Purchase Agreements, the Notes Payable to the Sellers, the Notes Payable to the Founders, and credit line facilities, consisted of the following (in thousands):

 

                                Interest Nominal Rate  
    

As of

September 30,

    

As of

December 31,

            Interest    

As of

September 30,

   

As of

December 31,

 
     2020      2019      Maturity      Contractual Rate     2020     2019  

UniCredit S.p.A.

(Line A Tranche (1)

   $ 3,435      $ 3,609        January 2023        Euribor 3 months + 3.10     2.80     2.80

UniCredit S.p.A.

(Line A Tranche (2)

     161        167        May 2023        Euribor 3 months + 3.10     2.80     2.80

UniCredit S.p.A. (Line B)

     3,137        3,229        November 2023        Euribor 3 months + 2.90     2.60     2.60

UniCredit S.p.A. (Line C)

     2,665        2,787        February 2023        Euribor 3 months + 3.90     3.40     3.53

Intesa Sanpaolo S.p.A.

(Line 1)

     889        988        April 2022        Euribor 3 months + 1.80     1.30     1.88

Intesa Sanpaolo S.p.A.

(Line 2)

     4,102        4,183        April 2024        Euribor 3 months + 2.60     2.10     2.60

Intesa Sanpaolo S.p.A.

(Line 3)

     9,263        —          June 2026        Euribor 3 months + 1.65     1.15     —    

Intesa Sanpaolo S.p.A.

(Line 4)

     6,437        —          July 2026        Euribor 3 months + 1.70     1.20     —    

UBI Banca S.p.A. (Line 1)

     274        332        August 2021        Euribor 3 months + 1.25     1.25     1.25

UBI Banca S.p.A. (Line 2)

     1,279        1,499        October 2021        Euribor 3 months +1.95     1.45     1.55

Monte dei Paschi di

Siena S.p.A. (Line 1)

     372        521        April 2022        0.95     0.95     0.95

Monte dei Paschi di

Siena S.p.A. (Line 2)

     2,337        —          June 2023        1.50     1.50     —    

Banco Popolare di Milano

S.p.A. (Line 1)

     1,107        1,336        June 2023        Euribor 3 months + 2.00     2.00     2.00

Banco Popolare di Milano

S.p.A. (Line 2)

     —          3,893       
September
2022
 
 
     Euribor 3 months + 2.00     —         2.00

Banco Popolare di Milano

S.p.A. (Line 3)

     6,517        —          March 2024        Euribor 3 months + 3.00     2.50     —    

Simest 1

     293        280        December 2023        0.50     0.50     0.50

Simest 2

     291        279        December 2023        0.50     0.50     0.50

Simest 3

     535        512        December 2023        0.50     0.50     0.50

Finlombarda S.p.A.

     43        83        December 2020        0.50     0.50     0.50

Total bank and other borrowings

     43,137        23,698            
  

 

 

    

 

 

           

Less: current portion

     9,675        7,564            
  

 

 

    

 

 

           

Total long-term portion

   $ 33,462      $ 16,134            
  

 

 

    

 

 

           

All bank and other borrowings are unsecured borrowings of Kaleyra.

 

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Cash Flows

The following table summarizes cash flows for the periods indicated (in thousands):

 

     Nine Months Ended
September 30,
 
     2020      2019  

Net cash provided (used) in operating activities

   $ (14,014    $ 1,088  

Net cash used in investing activities

     (3,135      (3,156

Net cash provided by financing activities

     11,633        4,909  

Effect of exchange rate changes on cash, cash equivalents and restricted cash

     33        (346
  

 

 

    

 

 

 

Net increase (decrease) in cash, cash equivalents and restricted cash

   $ (5,483    $ 2,495  
  

 

 

    

 

 

 

In the nine months ended September 30, 2020, cash used in operating activities was $14.0 million, primarily consisting of the net loss of $22.3 million and net cumulative changes in operating assets and liabilities of $7.0 million, partially offset by $15.2 million of non-cash items. Non-cash items consisted primarily of $16.1 million of stock-based compensation and $1.9 million of depreciation and amortization expense partially offset by $2.5 million settlement on the preference share liability and $898,000 change in deferred tax assets.

In the nine months ended September 30, 2019, cash provided by operating activities was $1.1 million, primarily consisting of the net loss of $1.9 million more than offset by net cumulative changes in operating assets and liabilities of $515,000 and $2.4 million of non-cash items. Non-cash items consist primarily of $2.0 million of depreciation and amortization expense, $446,000 of non-cash compensation expense for preference shares, $437,000 of non-cash interest expense, net, partially offset by a $724,000 change in deferred tax assets.

In the nine months ended September 30, 2020, cash used in investing activities was $3.1 million, primarily consisting of $7.9 million of purchases of short-term investments, $1.0 million of purchases of property and equipment, and $2.1 million to fund the cost of internally developed software, partially offset by $7.8 million of proceeds from sale of short-term investments.

In the nine months ended September 30, 2019, cash used by investing activities was $3.2 million, primarily consisting of $4.3 million of purchases of marketable securities and $1.3 million of purchases of property and equipment, partially offset by $2.5 million of proceeds from sale of short-term investments.

In the nine months ended September 30, 2020, cash provided by financing activities was $11.6 million, primarily consisting of $36.2 million in net proceeds from the public offering of the Company’s common stock, $24.4 million in proceeds from borrowings on term loans and net drawings of $749,000 on the available lines of credit, partially offset by $6.3 million of repayments on term loans, $30.4 million of repurchases of common stock related to forward share purchase agreements, $1.5 million of payments related to aggregate sale price differences under the forward share purchase agreements, and $11.5 million of repayments on notes payable.

In the nine months ended September 30, 2019, cash provided by financing activities was $4.9 million, primarily consisting of $16.7 million in proceeds from borrowings on term loans, partially offset by $2.7 million of repayments on term loans, and $4.0 million and $5.1 million of payments for deferred consideration for the acquisition of Buc Mobile and Solutions Infini, respectively.

 

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Contractual Obligations and Other Commitments

The following table summarizes the obligations as of September 30, 2020, as derived from the unaudited consolidated financial statements of Kaleyra as of that date. The table should be read in connection with the footnotes below describing certain events occurring after September 30, 2020 (in thousands).

 

     Payment due by period  
     Total      2020
(remaining
three months)
     2021-2023      2024-2025      Thereafter  

Bank and other borrowings (1)

   $ 43,137      $ 2,247      $ 30,409      $ 4,706      $ 5,775  

Line of credit

     4,567        4,567        —          —          —    

Capital lease obligations

     370        32        253        85        —    

Operating lease obligations (2)

     2,739        177        1,710        722        130  

Convertible notes payable to the Sellers (3)

     7,500        3,750        3,750        —          —    

Other notes payable (4)

     2,700        —          2,700        

Debt for forward share purchase agreements (5)

     480        480        —          —          —    
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Total

   $ 61,493      $ 11,253      $ 38,822      $ 5,513      $ 5,905  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

 

(1)

On July 16, 2020, Kaleyra S.p.A. entered into a general unsecured loan agreement (the “Intesa Loan Agreement—Line 3”) with Intesa Sanpaolo S.p.A. for a total amount of $9.0 million. The Intesa Loan Agreement – Line 3 was disbursed in Euros for an amount of €7.9 million with an exchange rate equal to 0.87602 at the signing date of July 16, 2020. The Intesa Loan Agreement – Line 3 has a maturity of 72 months from the date of disbursement and bears interest at a variable rate equal to the three-month Euribor plus a spread of 1.65%. The loan is to be repaid in 16 quarterly installments with a grace period for principal payments for the first 24 months. The loan is guaranteed up to ninety percent of its principal amount by SACE S.p.A., the Italian state-owned export credit finance agency, and is made pursuant to a program to address COVID 19 and the Italian Government’s support for Italian businesses, as stated within Article 1 of the Decree Law 23/2020 (the “Decree”) and conversion Law 40/2020. In consideration of the facilitated nature of the guarantee that secures this loan, and pursuant to the general conditions of the SACE guarantee, Kaleyra S.p.A. undertakes to comply with a number of obligations and representations, including the payment of the guarantee annual fee (SACE guarantee remuneration), pursuant to Article 1 of the Decree. The total amount of the loan, less amounts related to commissions, fees and expenses, was drawn in full the same date as of the agreement.

Further, on July 29, 2020, Kaleyra S.p.A. entered into a general unsecured loan agreement (the “Intesa Loan Agreement—Line 4”) with Intesa Sanpaolo S.p.A. for a total of $6.5 million (the loan was disbursed in Euros for an amount of €5.5 million at the July 29, 2020 exchange rate equal to 0.84801). The proceeds of the loan may be used for general corporate purposes, including to help accelerate the Company’s growth. The Intesa Loan Agreement – Line 4 has a maturity of 72 months from the date of disbursement and bears interest at a variable rate equal to the three-month Euribor plus a spread of 1.70%. The loan is to be repaid in 20 quarterly installments with a grace period for principal payments for the first 12 months. The loan is guaranteed up to ninety percent of its principal amount by Mediocredito Centrale S.p.A., the Italian state-owned export credit finance agency, and is made pursuant to a program to address COVID-19 and the Italian Government’s support for Italian businesses, as stated within Article 13 of the Decree Law 23/2020 and conversion Law 40/2020, and obligations and representations included therein. The total amount of the loan, less amounts related to commissions, fees and expenses, was drawn in full the same date as of the agreement.

(2)

The Company has an option to extend its Milan office lease in 2026 for a period of 6 years under the same terms and conditions of the existing contract.

(3)

Fifty percent (50%) of the outstanding principal balance of the notes will be due and payable on the fifteen-month anniversary of the Business Combination Date. The remaining outstanding principal balance of the notes plus all accrued and unpaid interest and fees due under the notes will be due and payable in full on the twenty-four-month anniversary of the Business Combination Date. In the event that Kaleyra receives, at any time while principal on the notes remains outstanding, cash proceeds of an equity financing (the “Financing”) in an amount not less than $50.0 million (the “Financing Proceeds”), fifty percent (50%) of the outstanding principal balance of the notes will be due and payable no later than ten business days after Kaleyra receives such Financing Proceeds. In the event of a Financing where at any time Kaleyra receives cash proceeds of such Financing in an amount not less than $75.0 million (the “Payoff Financing Proceeds”), one hundred percent (100%) of the remaining outstanding principal balance of the notes, plus all accrued and unpaid interest and fees due under the notes will be due and payable no later than ten business days after Kaleyra receives such Payoff Financing Proceeds. The date which is the earlier of (a) the twenty-four-month anniversary of the Business Combination Date, or (b) the date payment is received from Payoff Financing Proceeds, is the “Maturity Date”.

 

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(4)

On May 1, 2020, the Company issued to Cowen Investments II LLC (“Cowen”) and Chardan Capital Markets, LLC (“Chardan”) convertible promissory notes in the aggregate principal amount of $2.7 million with a maturity date three years after issuance consisting of a convertible promissory note in the principal amount of $2.3 million issued to Cowen (the “Cowen Note”) and a convertible promissory note in the principal amount of $405,000 issued to Chardan (the “Chardan Note”), as a partial settlement of the amounts owed to Cowen and Chardan for financial advisory services provided by Cowen and Chardan to Kaleyra S.p.A. in connection with the previously consummated Business Combination. The unpaid principal of the Cowen Note is convertible at the option of Cowen into 303,171 shares of common stock of the Company, if there has been no principal reduction, and the unpaid principal of the Chardan Note is convertible at the option of Chardan into 53,501 shares of common stock of the Company, if there has been no principal reduction.

(5)

Pursuant to the second amendment to the forward share purchase agreement with Yakira (the “Second Yakira Amendment”) dated May 9, 2020 Kaleyra shall purchase from Yakira the remaining 43,930 subject shares as soon as practicable on or after (but no later than the fifth business day after) December 31, 2020. As a result, as of September 30, 2020, the Company’s debt in connection with the Yakira Purchase Agreement amounted to $480,000.

Off-Balance Sheet Arrangements

As of September 30, 2020, Kaleyra did not have any relationships with any entities or financial partnerships, such as structured finance or special purposes entities established for the purpose of facilitating off-balance sheet arrangements or for other purposes.

Seasonality

Kaleyra’s results are affected by the business cycles of its customer base, which generally results in stronger revenue in the fourth quarter of the calendar year. Kaleyra believes this variability is largely due to the market’s demand for its customers’ and/or business partners’ services due to higher levels of purchasing activity in the holiday season. As a result of our historically higher portion of sales in the fourth quarter of each year, our cost of revenue increases during such period relative to any increase in revenue. The increase in cost of revenue and other impacts of seasonality may affect profitability in a given quarter.

Taxes

The Company files income tax returns in the United States and in foreign jurisdictions including Italy, India, and Switzerland. As of September 30, 2020, the tax years 2007 through the current period remain open to examination in each of the major jurisdictions in which the Company is subject to tax.

The Company recorded an income tax benefit of $263,000 and an income tax expense of $168,000 for the three months ended September 30, 2020 and 2019, respectively, and an income tax benefit of $1.2 million and an income tax expense $719,000 for the nine months ended September 30, 2020 and 2019, respectively.

As of September 30, 2020, the Company had $2.2 million of undistributed earnings and profits generated by a foreign subsidiary (Solutions Infini) for which no deferred tax liabilities have been recorded, since the Company intends to indefinitely reinvest such earnings in the subsidiary to fund the international operations and certain obligations of the subsidiary. Should the above undistributed earnings be distributed in the form of dividends or otherwise, the distributions would result in approximately $326,000 of tax expense.

Recent Accounting Pronouncements

See Note 2—Summary of Significant Accounting Policies – to the condensed consolidated financial statements included in Part I of this Quarterly Report on Form 10-Q for information on new accounting pronouncements.

 

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Item 3. Quantitative and Qualitative Disclosures about Market Risk

As a “smaller reporting company” as defined by Item 10 of Regulation S-K, the Company is not required to provide the information required by this Item.

Item 4. Controls and Procedures

Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure.

Evaluation of Disclosure Controls and Procedures

As required by Rules 13a-15 and 15d-15 under the Exchange Act, our Chief Executive Officer and Chief Financial Officer carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as of September 30, 2020. Based upon their evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) were not effective, because of the material weaknesses in our internal control over financial reporting as disclosed in our Annual Report on Form 10-K for the fiscal year ended December 31, 2019.

Changes in Internal Control over Financial Reporting

During our most recently completed fiscal quarter ended September 30, 2020, there has been no change in our internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

 

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PART II — OTHER INFORMATION

Item 1. Legal Proceedings

From time to time, Kaleyra may be involved in litigation relating to claims arising out of its operations in the normal course of business. Kaleyra is not currently involved in any material legal proceedings as a defendant.

On October 17, 2018, Kaleyra filed a claim against Vodafone Italia S.p.A. (“Vodafone”) before the Court of Milan seeking compensation in the amount of €6.1 million ($6.8 million at the June 30, 2020 exchange rate) for all the damages suffered as a consequence of the illicit and anticompetitive conduct of Vodafone, as previously determined by the Italian Antitrust Authority (namely, Autorità Garante della Concorrenza e del Mercato or AGCM) in their decisions issued on December 13, 2017; Vodafone has appealed that sanctioning resolution before the Italian Regional Administrative Court.

The deadline for filing a counterclaim by Vodafone has passed and according to Italian Law, Vodafone is no longer entitled to file a counterclaim against Kaleyra in these proceedings. Both Kaleyra and Vodafone have filed their final pleadings on October 1, 2019 and October 21, 2019.

The Court of Milan has decided to suspend the procedure, through order no. 1570 on May 18, 2020. The decision of the Court of Milan is based on procedural reasons only (concerning the unprecedented definition of the relationship between administrative and civil proceedings in the case at hand) and does not analyze or take into any consideration the merits of the action brought by Kaleyra. The procedural suspension ordered by the Court of Milan shall last until the appeal brought by Vodafone before the Italian Regional Administrative Court against the decision of the Italian Antitrust Authority will be concluded with a definitive judgment. Accordingly, following the order of suspension issued by the Civil Court of Milan, on August 10, 2020, Kaleyra filed a request to speed up the scheduling of the hearing in relation to the pending appeal before the Italian Regional Administrative Court brought by Vodafone Italia. The Court upheld Kaleyra’s request and the hearing will take place on February 24, 2021. The outcome of such action cannot be determined at this time. Therefore, no recognition of these actions has been made in any of the financial statements of the Company.

On April 16, 2019, Kaleyra filed a claim against Telecom Italia S.p.A and Telecom Italia Sparkle S.p.A. before the Court of Milan seeking compensation in the amount of €8.3 million ($9.3 million at the June 30, 2020 exchange rate) for damages suffered after the illicit conduct of both counterparts, determined by the Italian Antitrust Authority in the decision issued on December 13, 2017.

At the first hearing before the Court of Milan held for the appearance of the parties on December 11, 2019, the judge reserved the decision on the possible suspension of the case in consideration of the appeal brought by Telecom Italia S.p.A and Telecom Italia Sparkle S.p.A. against the Italian Antitrust Authority’s decision of December 13, 2017 before the Regional Administrative Court, which is currently pending.

By order issued on December 14, 2019, the judge released his reserve and referred the issue concerning the relation between the assessment of the pending administrative case and the one to be carried out in the civil case to a panel composed of three judges. The case was therefore adjourned for a hearing on April 29, 2020 where the parties had to file their final pleadings.

On April 9, 2020, following the measures taken by the Italian legislator for the Covid-19 emergency, the above-mentioned hearing has been postponed to and then held on October 7, 2020; the parties have been assigned the December 28, 2020 due date to file their final pleadings. Afterwards the Court will decide the case. Such decision is expected to be issued in approximately ithe first quarter of 2021.

The outcome of such civil action cannot be determined at this time. Therefore, no recognition of these actions has been made in any of the financial statements of the Company.

In addition to the above, Kaleyra has appealed the resolutions issued by the Italian Communications Authority (namely, Autorità per le Garanzie nelle Comunicazioni or AGCom) concerning the request for the annual contribution to AGCom for years 2016, 2017, 2018, 2019 and 2020.

The first instance proceeding against AGCom’s resolutions for the 2016 contribution was successful for Kaleyra and the Italian Regional Administrative Court annulled the resolutions Kaleyra had appealed (judgement no. 2161/2019). However, AGCom filed its second instance appeal before the Council of State seeking the overruling of the Court’s decision. The appeal has been regularly discussed at the hearing of September 17, 2020 and the Council of State issued its decision number 6175/2020 on October 13, 2020, overruling in part the Regional Court Decision. AGCom will have to recalculate the annual contribution due from Kaleyra for year 2016. However, the annual contribution is not considered material to Kaleyra’s condensed consolidated financial statements.

For the annual contribution to AGCom relating the years 2017, 2018, 2019 and 2020 the legal proceedings are currently pending before the Italian Regional Administrative Court and no hearing has been scheduled yet. However, the European Court of Justice (“ECJ”) has already delivered its decision on the request for a preliminary ruling submitted by the Council of State on the relevant EU law (case C-399/18). Such decision was delivered on April 29, 2020, in accordance with a simplified procedure due to the previous issuance by the ECJ of a number of judgements on the matter.

 

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Item 1A. Risk Factors

We have revised the risk factors that relate to our business, as set forth below. These risks include any material changes to and supersede any similar risks previously disclosed in Part I, Item 1A in our Annual Report on Form 10-K for the year ended December 31, 2019 and otherwise supplement those risks. We encourage investors to review the risk factors and uncertainties relating to our business disclosed in that Form 10-K, as well as those contained in Part 1, Item 2, Management’s Discussion and Analysis of Financial Condition and Results of Operations, above.

Unfavorable global economic conditions could adversely affect Kaleyra’s business, financial condition or results of operations.

Kaleyra’s results of operations could be adversely affected by general conditions in the global economy and in the global financial markets. Furthermore, the most recent global financial crisis caused extreme volatility and disruptions in the capital and credit markets. A severe or prolonged economic downturn, including due to the impact of the COVID-19 pandemic, could result in a variety of risks to Kaleyra’s business, including a reduced ability to raise additional capital when needed on acceptable terms, or at all. Any of the foregoing could harm its business and Kaleyra cannot anticipate all of the ways in which the current economic climate and financial market conditions could adversely impact its business.

Kaleyra is unable to predict the extent to which the global COVID-19 pandemic may adversely impact Kaleyra’s business operations, financial performance, results of operations and stock price.

The COVID-19 pandemic and efforts to control its spread have significantly curtailed the movement of people, goods and services worldwide, including in most or all of the regions in which Kaleyra sells its products and services and conducts its business operations. Kaleyra also has its headquarters in Milan, Italy, which has been severely affected by the first wave of COVID-19 and the resulting government lockdowns to attempt to contain the spread of COVID-19. A second wave of COVID-19 pandemic is currently affecting a large number of countries across the globe, and additional government restrictions are expected to reduce the resurgence in the pandemic infections. The magnitude and duration of the resulting decline in business activity cannot be estimated with any degree of certainty and threatens to (1) negatively impact the demand for its products and services, especially in those locations subject to “shelter in place” restrictions or similar government orders, (2) restrict its sales operations and marketing efforts, and (3) disrupt other important business activities in its various locations, some of which are also in areas affected by COVID-19. For example, in response to the COVID-19 pandemic, certain industry events that Kaleyra sponsors or at which Kaleyra presents and certain customer events have been canceled, postponed or moved to virtual-only experiences; Kaleyra is encouraging all of its employees to work remotely; and Kaleyra may deem it advisable to similarly alter, postpone or cancel entirely additional customer, employee or industry events in the future. Additionally, Kaleyra may see its services carrying less revenue-generating traffic in areas subject to “shelter in place” restrictions or related government orders as the population of those areas refrain from traveling and normal commerce activities. Accordingly, Kaleyra expects the COVID-19 pandemic to potentially have a negative impact on its sales and its results of operations in those areas adversely affected by COVID-19, the size and duration of which Kaleyra is currently unable to predict. In addition, Kaleyra’s implementation of business continuity plans in a fast-moving public health emergency could have an adverse effect on its internal controls (potentially giving rise to significant discrepancies or material weaknesses) and increase its vulnerability to information technology and other systems discrepancies. Furthermore, concerns over the economic impact of COVID-19 have caused extreme volatility in financial and other capital markets which has and may continue to adversely impact Kaleyra’s stock price and its ability to access capital.

Kaleyra currently generates significant revenue from its largest customers, and the loss or decline in revenue from any of these customers could limit Kaleyra’s revenue and results of operations.

In the nine months ended September 30, 2020 and 2019, Kaleyra’s 10 largest customers generated an aggregate of 53.1% and 48.9% of its revenue, respectively. The churn rate, calculated as the annual rate at which Kaleyra’s existing customers stopped subscribing for its services, was equal to zero in the nine-month period ended September 30, 2020. In the event that Kaleyra’s large customers do not continue to use its products, use fewer of its products, or use its products in a more limited capacity, or not at all, Kaleyra’s revenue could be limited and Kaleyra’s business could be harmed.

Kaleyra must increase the network traffic and resulting revenue from the services that it offers to realize its targets for anticipated revenue growth, cash flow and operating performance.

 

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For the nine-month period ended September 30, 2020, 75.5% of revenues came from customers of Kaleyra which have been on the Platform for at least one year. Kaleyra must increase the network traffic and resulting revenue from its inbound and outbound voice calling, text messaging, telephone numbers and related services at acceptable margins to realize Kaleyra’s targets for anticipated revenue growth, cash flow and operating performance. If Kaleyra does not maintain or improve its current relationships with existing key customers; is not able to expand the available capacity on its network to meet its customers’ demands in a timely manner; does not develop new large enterprise customers; or its customers determine to obtain these services from either their own network or from one of Kaleyra’s competitors, then Kaleyra may be unable to increase or maintain its revenue at acceptable margins.

Kaleyra has limited experience with respect to determining the optimal prices for its product.

Kaleyra charges its customers based on their use of its products. Kaleyra expects that it may need to change its pricing from time to time. In the past Kaleyra has sometimes reduced their prices either for individual customers in connection with long-term agreements or for a particular product. One of the challenges to Kaleyra’s pricing is that the fees that they pay to network service providers over whose networks Kaleyra transmits communications can vary daily or weekly and are affected by volume and other factors that may be outside of Kaleyra’s control and difficult to predict. This can result in Kaleyra incurring increased costs that Kaleyra may be unable or unwilling to pass through to its customers, which could harm Kaleyra’s business. Kaleyra is seeking to expand its business in the United States as Kaleyra believes that doing so will result in termination fees (which are the pass-through charge to access the network or carrier) that are significantly lower than the termination fees Kaleyra is subject to in the other countries where it operates, which Kaleyra expects would result in higher gross margins, especially with its enterprise customers. However, there are no assurances that Kaleyra will be successful in this expansion or achieving the related termination fee gross margin improvement. Further, as competitors introduce new products or services that compete with Kaleyra’s or reduce their prices, Kaleyra may be unable to attract new customers or retain existing customers based on Kaleyra’s historical pricing. As Kaleyra expands internationally, Kaleyra also must determine the appropriate price to enable Kaleyra to compete effectively internationally. Moreover, enterprises, which are a primary focus for Kaleyra’s direct sales efforts, may demand substantial price concessions. In addition, if the mix of products sold changes, including for a shift to Internet protocol (“IP”) based products, then Kaleyra may need to, or choose to, revise its pricing. As a result, in the future Kaleyra may be required or choose to reduce its prices or change its pricing model, which could harm Kaleyra’s business.

Kaleyra has experienced rapid internal growth as well as growth through acquisitions in recent periods. If Kaleyra fails to manage its growth effectively, or its business does not grow as expected, Kaleyra’s operating results may suffer.

Kaleyra’s headcount and operations have grown substantially. Kaleyra had more than 300 employees as of September 30, 2020, as compared with 258 employees as of September 30, 2019. This growth has placed, and will continue to place, a significant strain on Kaleyra’s operational, financial, and management infrastructure. Kaleyra anticipates further increases in headcount will be required to support increases in its technology offerings and continued expansion. To manage this growth effectively, Kaleyra must continue to improve its operational, financial, and management systems and controls by, among other things:

•   effectively attracting, training, and integrating a large number of new employees, particularly technical personnel and members of Kaleyra’s management and sales teams;

•   further improving Kaleyra’s key business systems, processes, and information technology infrastructure to support Kaleyra’s business needs;

•   enhancing Kaleyra’s information and communication systems to ensure that Kaleyra’s employees are well-coordinated and can effectively communicate with each other and Kaleyra’s customers; and

•   improving Kaleyra’s internal control over financial reporting and disclosure controls and procedures to ensure timely and accurate reporting of Kaleyra’s operational and financial results.

If Kaleyra fails to manage its expansion or implement Kaleyra’s new systems, or if Kaleyra fails to implement improvements or maintain effective internal controls and procedures, Kaleyra’s costs and expenses may increase more than expected and Kaleyra may not expand its client base, increase existing customer volumes and renewal rates, enhance its existing applications, develop new applications, satisfy its customers, respond to competitive pressures, or otherwise execute its business plan. If Kaleyra is unable to manage its growth, Kaleyra’s operating results likely will be harmed.

Kaleyra’s future success depends in part on its ability to drive the adoption of its products by international customers.

In the nine months ended September 30, 2020, and 2019, Kaleyra derived 66.1% and 74.4% of its revenue, respectively, from customer accounts located in Italy and India. Revenue deriving from customer accounts located in the United States increased from 6.4% in the nine months ended September 30, 2019 to 18.1% in the nine months ended September 30, 2020, while revenue deriving from customer accounts located in the European countries other than Italy decreased from 12.7% in the nine months ended September 30, 2019 to 6.8% in the nine months ended September 30, 2020. Revenue derived from customer accounts located in the rest of the

 

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world increased from 6.5% in the nine months ended September 30, 2019 to 9.1% in the nine months ended September 30, 2020. This is in line with the expansion strategy out of Italy and India identified by Kaleyra. The future success of Kaleyra’s business will depend, in part, on Kaleyra ability to expand its customer base worldwide in new geographies. If Kaleyra is unable to increase the revenue that it derives from international customers, Kaleyra’s business and results of operations could be harmed.

If Kaleyra’s goodwill or intangible assets become impaired, Kaleyra may be required to record a significant charge to earnings.

Kaleyra reviews its intangible assets for impairment when events or changes in circumstances indicate the carrying value may not be recoverable. Goodwill is required to be tested for impairment at least annually. As of September 30, 2020, Kaleyra carried a net $24.5 million of goodwill and intangible assets. An adverse change in market conditions, particularly if such change has the effect of changing one of Kaleyra’s critical assumptions or estimates, could result in a change to the estimation of fair value that could result in an impairment charge to Kaleyra’s goodwill or intangible assets. Any such charges may adversely affect Kaleyra’s results of operations.

Our ability to utilize our net operating loss carryforwards and certain other tax attributes may be limited.

As of December 31, 2019, we had federal, state and foreign net operating loss (“NOL”) carryforwards totaling $11.6 million, $11.7 million and $1.6 million, respectively. However, our ability to utilize these NOLs to offset taxable income may be limited in the future. A corporation that undergoes an “ownership change” is typically subject to limitations on its ability to utilize its pre-ownership change NOLs to offset future taxable income. In general, under the U.S. Internal Revenue Code of 1986, as amended (the “Code”), an ownership change occurs if the aggregate stock ownership of certain stockholders (generally 5% stockholders, applying certain look-through and aggregation rules) increases by more than 50 percentage points over such stockholders’ lowest percentage ownership during the testing period (generally three years). Purchases or sales of our common stock in amounts greater than specified levels could create a limitation on our ability to utilize our NOLs for tax purposes in the future. Limitations imposed on our ability to utilize NOLs could cause U.S. federal and state income taxes to be paid earlier than would be paid if such limitations were not in effect.

Furthermore, we may not be able to generate sufficient taxable income to utilize our NOLs before they expire. In addition, NOLs incurred in one state generally are not available to offset income earned in a different state and there may be periods during which the use of NOLs is suspended or otherwise limited for state tax purposes, which could accelerate or permanently increase state taxes owed.

Kaleyra’s structure may be inefficient from a tax perspective.

Kaleyra S.p.A. is a controlled foreign corporation of Kaleyra for U.S. federal income tax purposes. This means that a substantial part of the net income, if any, of Kaleyra S.p.A. and its non-U.S. subsidiaries will be taxable to Kaleyra without regard to whether a dividend is paid to Kaleyra, subject to available foreign tax credits and a special deduction. Moreover, because Kaleyra S.p.A. has a U.S. subsidiary, the resulting structure (sometimes referred to as a “sandwich structure”) would be subject to multiple levels of tax. Generally speaking, it is difficult to simplify a sandwich structure without incurring taxes in one or more jurisdictions.

Kaleyra’s second amended and restated certificate of incorporation provides, subject to limited exceptions, that the Court of Chancery of the State of Delaware be the sole and exclusive forum for certain stockholder litigation matters, which could limit Kaleyra’s stockholders’ ability to obtain a favorable judicial forum for disputes with Kaleyra or its directors, officers, employees or stockholders.

Kaleyra’s second amended and restated certificate of incorporation requires, to the fullest extent permitted by law, that derivative actions brought in Kaleyra’s name, actions against its directors, officers, and employees for breach of fiduciary duty and other similar actions may be brought only in the Court of Chancery in the State of Delaware and, if brought outside of Delaware, the stockholder bringing the suit will be deemed to have consented to service of process on such stockholder’s counsel except any action (A) as to which the Court of Chancery in the State of Delaware determines that there is an indispensable party not subject to the jurisdiction of the Court of Chancery (and the indispensable party does not consent to the personal jurisdiction of the Court of Chancery within ten days following such determination), (B) which is vested in the exclusive jurisdiction of a court or forum other than the Court of Chancery, (C) for which the Court of Chancery does not have subject matter jurisdiction, or (D) any action arising under the Securities Act, as to which the Court of Chancery and the federal district court for the District of Delaware shall have concurrent jurisdiction. Any person or entity purchasing or otherwise acquiring any interest in shares of Kaleyra’s capital stock shall be deemed to have notice of and consented to the forum provisions in its second amended and restated certificate of incorporation. This choice of forum provision may limit a stockholder’s ability to bring a claim in a judicial forum that it finds favorable for disputes with Kaleyra or any of its directors, officers, or employees which may discourage lawsuits with respect to such claims, although Kaleyra’s stockholders will not be deemed to have waived Kaleyra’s compliance with federal securities laws and the rules and regulations thereunder. However, there is no assurance that a court would enforce the choice of forum provision contained in Kaleyra’s second amended and restated certificate of incorporation. If a court were to find such provision to be inapplicable or unenforceable in an action, Kaleyra may incur additional costs associated with resolving such action in other jurisdictions, which could harm its business, operating results and financial condition.

 

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Kalerya’s second amended and restated certificate of incorporation provides that the exclusive forum provision will be applicable to the fullest extent permitted by applicable law. Section 27 of the Exchange Act creates exclusive federal jurisdiction over all suits brought to enforce any duty or liability created by the Exchange Act or the rules and regulations thereunder. As a result, the exclusive forum provision will not apply to suits brought to enforce any duty or liability created by the Exchange Act or any other claim for which the federal courts have exclusive jurisdiction.

Kaleyra may be required to purchase up to 1,666,930 shares of common stock pursuant to forward share purchase agreements, thereby reducing cash available to Kaleyra for other purposes.

Kaleyra prior to the consummation of the Business Combination entered into the Forward Share Purchase Agreement with Yakira Capital Management, Inc. (“Yakira”), as well as the Confirmation with NGFP for the Forward Transaction.

The Yakira Purchase Agreement, as amended, pertains to shares issued to Yakira upon the conversion of the rights it held prior to the closing of the Business Combination and provides that Kaleyra may be obligated to purchase the shares if Yakira exercises an option to sell such shares to Kaleyra. The number of shares held by Yakira covered by such Forward Share Purchase Agreement is 43,930 shares. If Yakira exercises its respective option, Kaleyra will have to expend funds to purchase those shares, which will reduce the cash available to Kaleyra for other purposes. The price at which Kaleyra would have to purchase such shares is $10.93 per share. Yakira has the right to put to Kaleyra its shares as soon as practicable on or after (but no later than the fifth business day after) December 31, 2020.

Kaleyra has also entered into the Confirmation with NGFP with regard to the Nomura Shares, which shares NGFP held at the closing of the Business Combination. The Confirmation confirms the terms and conditions of the Forward Transaction entered into between Kaleyra and NGFP. Pursuant to the terms of the Confirmation, as amended, NGFP agreed to waive any redemption right that would have required the redemption of the Nomura Shares at the closing of the Business Combination at a price of $10.5019 per share. Rather, NGFP, at its sole discretion, may either sell such shares in one or more transactions, publicly or privately, at a market price of at least $10.50 per share, or hold such shares through November 25, 2021, at which time Kaleyra will be required to purchase from NGFP, and NGFP will be required to sell to the us, any such shares not otherwise previously sold by NGFP. The Confirmation provided that Kaleyra transfer an amount of cash equal to (a) the aggregate number of shares held by NGFP multiplied by (b) $10.5019. As a result, these amounts transferred to NGFP will not be available to Kaleyra unless and until NGFP sell such shares in the market. Furthermore, if NGFP sells shares to Kaleyra, NGFP will keep that portion of the cash transferred to it following the closing of the Business Combination attributable to such shares sold to Kaleyra, plus an accrual amount equal to 3.50% per annum, on November 25, 2021. If NGFP sells shares to it, Kaleyra will have to expend funds to purchase shares from NGFP, which will reduce the cash available to it for other purposes.

There may be a limited public market for the shares of common stock of Kaleyra, and the ability of the stockholders of Kaleyra to dispose of their common stock may be limited.

Kaleyra’s common stock is traded on the NYSE American stock exchange. Kaleyra cannot foresee the degree of liquidity that will be associated with its common stock. A holder of the common stock may not be able to liquidate his, her or its investment in a short time period or at the market prices that currently exist at the time the holder decides to sell. The market price for the common stock may fluctuate in the future, and such volatility may bear no relation to Kaleyra’s performance.

Kaleyra has never paid dividends on its common stock, and does not anticipate paying any cash dividends on its common stock in the foreseeable future.

Kaleyra has never declared or paid cash dividends on its common stock. Kaleyra does not anticipate paying any cash dividends on its common stock in the foreseeable future. Kaleyra currently intends to retain all available funds and any future earnings to fund the development and growth of its business. As a result, capital appreciation, if any, of Kaleyra’s common stock will be stockholders’ sole source of gain for the foreseeable future.

Kaleyra qualifies as an emerging growth company, and Kaleyra’s decision to comply with reduced reporting and disclosure requirements applicable to emerging growth companies could make our common stock less attractive to investors.

Kaleyra is an “emerging growth company,” and, for as long as Kaleyra continues to be an emerging growth company, Kaleyra currently intends to take advantage of exemptions from various reporting requirements applicable to other public companies but not to “emerging growth companies,” including, but not limited to, not being required to have its independent registered public accounting firm audit Kaleyra’s internal control over financial reporting under Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its registration statements, periodic reports and proxy statements (including the

 

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registration statement of which this prospectus forms a part) and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Kaleyra will cease to be an emerging growth company upon the earliest of: (i) the end of the fiscal year following the fifth anniversary of the IPO; (ii) the first fiscal year after its annual gross revenue is $1.07 billion or more; (iii) the date on which Kaleyra has, during the previous three-year period, issued more than $1.0 billion in non-convertible debt securities; or (iv) the end of any fiscal year in which the market value of its common stock held by non-affiliates exceeded $700 million as of the end of the second quarter of that fiscal year.

Kaleyra cannot predict whether investors will find its common stock less attractive if Kaleyra chooses to rely on these exemptions while Kaleyra is an emerging growth company. If some investors find its common stock less attractive as a result of any choices to reduce future disclosure, there may be a less active trading market for its common stock and the price of its common stock may be more volatile.

Under the JOBS Act, emerging growth companies can also delay adopting new or revised accounting standards until such time as those standards apply to private companies. Kaleyra has availed itself of this exemption from new or revised accounting standards and, therefore, Kaleyra may not be subject to the same new or revised accounting standards as other public companies that are not emerging growth companies.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

 

     ISSUER PURCHASES OF EQUITY SECURITIES  
Period    (a)
Total number
of shares
(or units)
purchased
     (b)
Average price
paid per share
(or unit)
     (c)
Total number of
shares (or units)
purchased as part
of publicly
announced plans
or programs
     (d)
Maximum number (or
approximate dollar
value) of shares (or
units) that may yet be
purchased under the
plans or programs
 

July 1, 2020 – July 31, 2020 (1)

     539,548      $ 11.70        539,548        —    

August 1, 2020 – August 31, 2020

     —        $ —          —          —    

September 1, 2020 – September 30, 2020

     —        $ —          —          —    
  

 

 

    

 

 

    

 

 

    

 

 

 

Total

     539,548      $ 11.70        539,548        —    
  

 

 

    

 

 

    

 

 

    

 

 

 

 

(1)

See Note 8 – Debt for Forward Share Purchase Agreements – for details.

Item 3. Defaults Upon Senior Securities

Not applicable.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

Not applicable.

 

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Item 6. Exhibits

 

Exhibit

No.

  

Description

31.1*    Certification of Principal Executive Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2*    Certification of Principal Financial Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1*    Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section  906 of the Sarbanes-Oxley Act of 2002
32.2*    Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section  906 of the Sarbanes-Oxley Act of 2002
101.INS    Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because XBRL tags are embedded within the Inline XBRL document.
101.SCH    Inline XBRL Taxonomy Extension Schema Document
101.CAL    Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF    Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB    Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE    Inline XBRL Taxonomy Extension Presentation Linkbase Document
104    Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

*

Filed herewith

 

54


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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

    KALEYRA, INC.
Dated: November 9, 2020     By:  

/s/ Dario Calogero

    Name:   Dario Calogero
    Title:  

Chief Executive Officer, and President

(Principal Executive Officer)

 

    KALEYRA, INC.
Dated: November 9, 2020     By:  

/s/ Giacomo Dall’Aglio

    Name:   Giacomo Dall’Aglio
    Title:  

Executive Vice President and Chief Financial Officer

(Principal Financial and Accounting Officer)

 

55


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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 10-Q

 

 

 

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2020

 

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from                      to                     

Commission File Number: 001-38320

 

 

KALEYRA, INC.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   82-3027430
(State or other jurisdiction of
incorporation or organization)
  (I.R.S. Employer
Identification Number)
Via Marco D’Aviano, 2, Milano MI, Italy   20131
(Address of principal executive offices)   (Zip Code)

Registrant’s telephone number, including area code: +39 02 288 5841

(Former name or former address, if changed since last report): N/A

 

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

  

Trading

Symbols

  

Name of each exchange

on which registered

Common Stock, par value $0.0001 per share    KLR    NYSE American LLC
Warrants, at an exercise price of $11.50 per share of Common Stock    KLR WS    NYSE American LLC

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  ☒    No  ☐

Indicate by checkmark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files)    Yes  ☒    No  ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company, or an emerging growth company. See definitions of “large accelerated filer”, “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.:

 

Large accelerated filer      Accelerated filer  
Non-accelerated filer      Smaller reporting company  
     Emerging growth company  

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes  ☐    No  ☒

As of August 3, 2020, there were 28,475,081 shares of the Company’s common stock issued and outstanding.

 

 

 


Table of Contents

KALEYRA, INC.

Quarterly Report on Form 10-Q

Table of Contents

 

     Page  

PART I – FINANCIAL INFORMATION

  

Item 1.

 

Condensed Consolidated Financial Statements (unaudited):

     1  
 

Condensed Consolidated Balance Sheets

     1  
 

Condensed Consolidated Statements of Operations

     2  
 

Condensed Consolidated Statements of Comprehensive Loss

     3  
 

Condensed Consolidated Statements of Stockholders’ Equity (Deficit)

     4  
 

Condensed Consolidated Statements of Cash Flows

     6  
 

Notes to Condensed Consolidated Financial Statements

     7  

Item 2.

 

Management’s Discussion and Analysis of Financial Condition and Results of Operations

     31  

Item 3.

 

Quantitative and Qualitative Disclosures About Market Risk

     46  

Item 4.

 

Controls and Procedures

     46  

PART II – OTHER INFORMATION

  

Item 1.

 

Legal Proceedings

     47  

Item 1A.

 

Risk Factors

     48  

Item 2.

 

Unregistered Sales of Equity Securities and Use of Proceeds

     52  

Item 3.

 

Defaults Upon Senior Securities

     53  

Item 4.

 

Mine Safety Disclosures

     53  

Item 5.

 

Other Information

     53  

Item 6.

 

Exhibits

     54  

Signatures

     55  

 


Table of Contents

Item 1 – Financial Statements

KALEYRA, INC.

Condensed Consolidated Balance Sheets

(Unaudited, in thousands, except share and per share data)

 

     June 30, 2020     December 31, 2019  

ASSETS

    

Current assets:

    

Cash and cash equivalents

   $ 37,221     $ 16,103  

Restricted cash

     27       20,894  

Short-term investments

     4,805       5,124  

Trade receivables, net

     38,069       39,509  

Prepaid expenses

     1,098       648  

Other current assets

     1,921       4,224  
  

 

 

   

 

 

 

Total current assets

     83,141       86,502  

Property and equipment, net

     4,750       3,393  

Intangible assets, net

     8,229       9,353  

Goodwill

     16,296       16,953  

Other long-term assets

     1,700       1,203  
  

 

 

   

 

 

 

Total Assets

   $ 114,116     $ 117,404  
  

 

 

   

 

 

 

LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)

    

Current liabilities:

    

Accounts payable

   $ 55,152     $ 63,320  

Debt for forward share purchase agreements

     7,525       34,013  

Notes payable

     —         1,667  

Notes payable due to related parties

     9,750       9,411  

Lines of credit

     4,995       3,627  

Current portion of bank and other borrowings

     8,082       7,564  

Deferred revenue

     1,500       1,397  

Preference shares

     1       683  

Preference shares due to related parties

     1       1,847  

Payroll and payroll related accrued liabilities

     5,267       1,038  

Other current liabilities

     1,687       1,379  
  

 

 

   

 

 

 

Total current liabilities

     93,960       125,946  

Long-term portion of bank and other borrowings

     18,755       16,134  

Long-term portion of notes payable

     2,700       —    

Long-term portion of notes payable due to related parties

     3,750       7,500  

Long-term portion of employee benefit obligation

     1,490       1,398  

Deferred tax liabilities

     1,304       2,045  

Other long-term liabilities

     1,147       3,155  
  

 

 

   

 

 

 

Total Liabilities

     123,106       156,178  
  

 

 

   

 

 

 

Commitments and contingencies (Note 13)

    

Stockholders’ equity (deficit):

    

Preferred stock, par value of $0.0001 per share; 1,000,000 shares authorized; no shares issued or outstanding

     —         —    

Common stock, par value of $0.0001 per share; 100,000,000 shares authorized as of June 30, 2020 and December 31, 2019; 30,258,223 shares issued and 27,999,713 shares outstanding as of June 30, 2020 and 19,977,113 shares issued and outstanding as of December 31, 2019

     3       2  

Additional paid-in capital

     74,284       2,143  

Treasury stock, at cost; 2,258,510 and 0 shares as of June 30, 2020 and December 31, 2019, respectively

     (24,218     —    

Accumulated other comprehensive income (loss)

     (1,115     74  

Accumulated deficit

     (57,944     (40,993
  

 

 

   

 

 

 

Total stockholders’ equity (deficit)

     (8,990     (38,774
  

 

 

   

 

 

 

Total liabilities and stockholders’ equity (deficit)

   $ 114,116     $ 117,404  
  

 

 

   

 

 

 

The accompanying notes are an integral part of these condensed consolidated financial statements.

 

1


Table of Contents

KALEYRA, INC.

Condensed Consolidated Statements of Operations

(Unaudited, in thousands, except share and per share data)

 

     Three Months Ended June 30,     Six Months Ended June 30,  
     2020     2019     2020     2019  

Revenue

   $ 31,199     $ 30,871     $ 64,832     $ 58,596  

Cost of revenue

     26,846       24,848       55,748       47,324  
  

 

 

   

 

 

   

 

 

   

 

 

 

Gross profit

     4,353       6,023       9,084       11,272  
  

 

 

   

 

 

   

 

 

   

 

 

 

Operating expenses:

        

Research and development

     2,346       1,394       5,156       2,590  

Sales and marketing

     2,989       1,488       6,732       2,960  

General and administrative

     6,537       3,961       14,296       7,740  
  

 

 

   

 

 

   

 

 

   

 

 

 

Total operating expenses

     11,872       6,843       26,184       13,290  
  

 

 

   

 

 

   

 

 

   

 

 

 

Loss from operations

     (7,519     (820     (17,100     (2,018

Other income, net

     11       13       53       95  

Financial income (expense), net

     (518     (135     (559     (65

Foreign currency income (loss)

     (415     112       (247     (142
  

 

 

   

 

 

   

 

 

   

 

 

 

Loss before income tax expense (benefit)

     (8,441     (830     (17,853     (2,130

Income tax expense (benefit)

     (313     472       (902     551  
  

 

 

   

 

 

   

 

 

   

 

 

 

Net loss

   $ (8,128   $ (1,302   $ (16,951   $ (2,681
  

 

 

   

 

 

   

 

 

   

 

 

 

Net loss per common share, basic and diluted (1)

   $ (0.39   $ (0.12   $ (0.84   $ (0.25
  

 

 

   

 

 

   

 

 

   

 

 

 

Weighted-average shares used in computing net loss per common share, basic and diluted (1)

     20,606,816       10,687,106       20,293,203       10,687,106  
  

 

 

   

 

 

   

 

 

   

 

 

 

 

(1)

Amounts for the three and six months ended June 30, 2019 were retrospectively adjusted as a result of the accounting for the Business Combination (as defined below in the notes). Specifically, the number of common shares outstanding during periods before the Business Combination are computed on the basis of the number of common shares of Kaleyra S.p.A. (accounting acquiror) during those periods multiplied by the exchange ratio established in the stock purchase agreement. Common stock and net loss per share, basic and diluted were retrospectively adjusted accordingly.

The accompanying notes are an integral part of these condensed consolidated financial statements.

 

2


Table of Contents

KALEYRA, INC.

Condensed Consolidated Statements of Comprehensive Loss

(Unaudited, in thousands)

 

     Three Months Ended June 30,     Six Months Ended June 30,  
     2020     2019     2020     2019  

Net loss

   $ (8,128   $ (1,302   $ (16,951   $ (2,681
  

 

 

   

 

 

   

 

 

   

 

 

 

Other comprehensive income (loss):

        

Foreign currency translation adjustments

     (691     (243     (1,193     318  

Net unrealized gain on marketable securities, net of tax (1)

     —         11       4       26  
  

 

 

   

 

 

   

 

 

   

 

 

 

Total other comprehensive income (loss)

     (691     (232     (1,189     344  
  

 

 

   

 

 

   

 

 

   

 

 

 

Total comprehensive loss

   $ (8,819   $ (1,534   $ (18,140   $ (2,337