The accompanying notes are an integral part of these condensed consolidated financial statements.
The accompanying notes are an integral part of these condensed consolidated financial statements.
The accompanying notes are an integral part of these condensed consolidated financial statements.
The accompanying notes are an integral part of these condensed consolidated financial statements.
The accompanying notes are an integral part of these condensed consolidated financial statements.
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”.
7
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.
8
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
9
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.
10
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
11
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”.
|
12
|
(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
|
|
13
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.
14
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%.
15
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%.
16
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
20
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.
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.
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
21
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.
22
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
23
“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
24
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.
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.
|
25
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.
26
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
|
|
|
$
|
—
|
|
27
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
28
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
|
|
|
|
—
|
|
29
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.
31