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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
| | | | | |
☒ | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
| For the quarterly period ended March 31, 2022 |
OR
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☐ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
| For the transition period from ___________ to ____________ |
Commission File Number: 001-40644
Kaltura, Inc.
(Exact name of Registrant as specified in its Charter)
| | | | | |
Delaware | 20-8128326 |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
860 Broadway 3rd Floor New York, New York | 10003 |
(Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: (646) 290-5445
250 Park Avenue South
10th Floor
New York, New York 10003
(Former name, former address and former fiscal year, if changed since last report)
Securities registered pursuant to Section 12(b) of the Act:
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Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
Common stock, $0.0001 par value per share | KLTR | The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| | | | | | | | | | | |
Large accelerated filer | ☐ | Accelerated filer | ☐ |
Non-accelerated filer | ☒ | Smaller reporting company | ☐ |
Emerging growth company | ☒ | | |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒I
The number of shares of the registrant’s common stock, par value $0.0001, outstanding as of May 2, 2022 was 127,692,165.
TABLE OF CONTENTS | | | | | | | | |
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PART I | FINANCIAL INFORMATION | |
Item 1. | | |
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Item 2. | | |
Item 3. | | |
Item 4. | | |
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PART II | OTHER INFORMATION | |
Item 1. | | |
Item 1A. | | |
Item 2. | | |
Item 3. | | |
Item 4. | | |
Item 5. | | |
Item 6. | | |
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FORWARD-LOOKING STATEMENTS
This Quarterly Report on Form 10-Q contains forward-looking statements. We intend such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). All statements other than statements of historical facts contained in this Quarterly Report on Form 10-Q may be forward-looking statements. In some cases, you can identify forward-looking statements by terms such as “may,” “will,” “should,” “expects,” “plans,” “anticipates,” “could,” “intends,” “targets,” “projects,” “contemplates,” “believes,” “estimates,” “forecasts,” “predicts,” “potential” or “continue” or the negative of these terms or other similar expressions. Forward-looking statements contained in this Quarterly Report on Form 10-Q include, but are not limited to statements regarding our future results of operations and financial position, industry and business trends, stock-based compensation, revenue recognition, business strategy, plans and market growth.
The forward-looking statements in this Quarterly Report on Form 10-Q are only predictions. We have based these forward-looking statements largely on our current expectations and projections about future events and financial trends that we believe may affect our business, financial condition, and results of operations. Forward-looking statements involve known and unknown risks, uncertainties and other important factors that may cause our actual results, performance, or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements, including, but not limited to, the following risks and the other important factors discussed in Part II, Item 1A, "Risk Factors" in this Quarterly Report on Form 10-Q and Part I, Item 1A, “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2021, filed with the Securities and Exchange Commission (the “SEC”) on February 25, 2022:
•Our business and operations have experienced rapid growth, and if we do not appropriately manage this growth and any future growth, or if we are unable to improve our systems, processes and controls, our business, financial condition, results of operations and prospects will be adversely affected;
•Our recent growth may not be indicative of our future growth, and we may not be able to sustain our revenue growth rate in the future. Our growth also makes it difficult to evaluate our current business and future prospects and may increase the risk that we will not be successful;
•We have a history of losses and may not be able to achieve or maintain profitability;
•The ongoing COVID-19 outbreak, and its variants, could adversely affect our business, financial condition and results of operations;
•The markets for our offerings are new and evolving and may develop more slowly or differently than we expect. Our future success depends on the growth and expansion of these markets and our ability to adapt and respond effectively to evolving market conditions;
•The loss of one or more of our significant customers, or any other reduction in the amount of revenue we derive from any such customer, would adversely affect our business, financial condition, results of operations and growth prospects;
•If we are not able to keep pace with technological and competitive developments and develop or otherwise introduce new products and solutions and enhancements to our existing offerings, our offerings may become less marketable, less competitive or obsolete, and our business, financial condition and results of operations may be adversely affected;
•A version of our Media Services is licensed to the public under an open source license, which could negatively affect our ability to monetize our offerings and protect our intellectual property rights;
•The markets in which we compete are nascent and highly fragmented, and we may not be able to compete successfully against current and future competitors, some of whom have greater financial, technical, and
other resources than we do. If we do not compete successfully, our business, financial condition and results of operations could be harmed;
•If we are unable to increase sales of our subscriptions to new customers, expand the offerings to which our existing customers subscribe, or expand the value of our existing customers’ subscriptions, our future revenue and results of operations will be adversely affected;
•If our existing customers do not renew their subscriptions, or if they renew on terms that are less economically beneficial to us, it could have an adverse effect on our business, financial condition and results of operations;
•We recognize a significant portion of revenue from subscriptions over the term of the relevant subscription period, and as a result, downturns or upturns in sales are not immediately reflected in full in our results of operations;
•We typically provide service-level commitments under our customer agreements. If we fail to meet these contractual commitments, we could be obligated to provide credits for future service, face contract termination with refunds of prepaid amounts or could experience a decrease in customer renewals in future periods, any of which would lower our revenue and adversely affect our business, financial condition and results of operations;
•We rely on third parties, including third parties outside the United States, for some of our software development, quality assurance, operations, and customer support;
•We depend on our management team and other key employees, and the loss of one or more of these employees or an inability to attract and retain highly skilled employees could adversely affect our business;
•If we are not able to maintain and enhance awareness of our brand, especially among developers and IT operators, our business, financial condition and results of operations may be adversely affected;
•Our corporate culture has contributed to our success, and if we cannot maintain this culture as we grow, we could lose the innovation, creativity, and entrepreneurial spirit we have worked to foster, which could adversely affect our business;
•Our failure to offer high quality customer support would have an adverse effect on our business, reputation and results of operations;
•The failure to effectively develop and expand our marketing and sales capabilities could harm our ability to increase our customer base and achieve broader market acceptance of our offerings;
•The sales prices of our offerings may change, which may reduce our revenue and gross profit and adversely affect our financial results;
•We expect our revenue mix to vary over time, which could negatively impact our gross margin and results of operations;
•The length of our sales cycle can be unpredictable, particularly with respect to sales to large customers, and our sales efforts may require considerable time and expense;
•Our international operations and expansion expose us to risk;
•If we are not successful in sustaining and expanding our international business, we may incur additional losses and our revenue growth could be adversely affected;
•Currency exchange rate fluctuations affect our results of operations, as reported in our financial statements;
•A portion of our revenue is generated by sales to government entities, which are subject to a number of challenges and risks;
•If we are unable to consummate acquisitions at our historical rate and at acceptable prices, and to enter into other strategic transactions and relationships that support our long-term strategy, our growth rate and the trading price of our common stock could be negatively affected. These transactions and relationships also subject us to certain risks;
•A real or perceived bug, defect, security vulnerability, error, or other performance failure involving our platform, products or solutions could cause us to lose revenue, damage our reputation, and expose us to liability;
•If we or our third-party service providers experience a security breach, data loss or other compromise, including if unauthorized parties obtain access to our customers’ data, our reputation may be harmed, demand for our platform, products and solutions may be reduced, and we may incur significant liabilities;
•Failure to protect our proprietary technology, or to obtain, maintain, protect and enforce sufficiently broad intellectual property rights therein, could substantially harm our business, financial condition and results of operations;
•Our failure to raise additional capital or generate the significant capital necessary to expand our operations and invest in new offerings could reduce our ability to compete and could adversely affect our business;
•Changes in laws and regulations related to the internet, changes in the internet infrastructure itself, or increases in the cost of internet connectivity and network access may diminish the demand for our offerings and could harm our business; and
•Political, economic, and military conditions in Israel could materially and adversely affect our business.
The forward-looking statements in this Quarterly Report on Form 10-Q are based upon information available to us as of the date of this Quarterly Report on Form 10-Q, and while we believe such information forms a reasonable basis for such statements, such information may be limited or incomplete, and our statements should not be read to indicate that we have conducted an exhaustive inquiry into, or review of, all potentially available relevant information. These statements are inherently uncertain and investors are cautioned not to unduly rely upon these statements.
You should read this Quarterly Report on Form 10-Q and the documents that we reference in this Quarterly Report on Form 10-Q and have filed as exhibits to this Quarterly Report on Form 10-Q with the understanding that our actual future results, levels of activity, performance and achievements may be materially different from what we expect. We qualify all of our forward-looking statements by these cautionary statements. These forward-looking statements speak only as of the date of this Quarterly Report on Form 10-Q. Except as required by applicable law, we do not plan to publicly update or revise any forward-looking statements contained in this Quarterly Report on Form 10-Q, whether as a result of any new information, future events or otherwise.
As used in this Quarterly Report on Form 10-Q, unless otherwise stated or the context requires otherwise, references to “Kaltura,” the “Company,” “we,” “us,” and “our,” refer to Kaltura, Inc. and its subsidiaries on a consolidated basis.
PART I—FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
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CONDENSED CONSOLIDATED BALANCE SHEETS |
(U.S. dollars in thousands, except share and per share data) |
(unaudited) |
| | | | | | | | | | | |
| March 31, 2022 | | December 31, 2021 |
ASSETS | | | |
CURRENT ASSETS: | | | |
Cash and cash equivalents | $ | 119,542 | | | $ | 143,949 | |
Trade receivables | 19,841 | | | 17,509 | |
Prepaid expenses and other current assets | 8,137 | | | 5,110 | |
Deferred contract acquisition and fulfillment costs, current | 9,306 | | | 9,079 | |
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Total current assets | 156,826 | | | 175,647 | |
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LONG-TERM ASSETS: | | | |
Property and equipment, net | 11,128 | | | 9,503 | |
Other assets, noncurrent | 2,714 | | | 2,543 | |
Deferred contract acquisition and fulfillment costs, noncurrent | 21,627 | | | 22,621 | |
Operating lease right-of-use assets | 4,253 | | | — | |
Intangible assets, net | 1,696 | | | 1,909 | |
Goodwill | 11,070 | | | 11,070 | |
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Total noncurrent assets | 52,488 | | | 47,646 | |
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TOTAL ASSETS | 209,314 | | | 223,293 | |
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LIABILITIES AND STOCKHOLDERS' EQUITY | | | |
CURRENT LIABILITIES: | | | |
Current portion of long-term loans | 3,544 | | | 2,794 | |
Trade payables | 4,947 | | | 6,480 | |
Employees and payroll accruals | 16,789 | | | 18,627 | |
Accrued expenses and other current liabilities | 17,602 | | | 18,496 | |
Operating lease liabilities | 735 | | | — | |
Deferred revenue, current | 48,762 | | | 51,689 | |
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Total current liabilities | 92,379 | | | 98,086 | |
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LONG-TERM LIABILITIES: | | | |
Deferred revenue, noncurrent | 1,740 | | | 1,953 | |
Long-term loans, net of current portion | 34,349 | | | 35,795 | |
Operating lease liabilities, noncurrent | 3,600 | | | — | |
Other liabilities, noncurrent | 2,325 | | | 2,185 | |
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Total long-term liabilities | 42,014 | | | 39,933 | |
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TOTAL LIABILITIES | 134,393 | | | 138,019 | |
The accompanying notes are an integral part of the condensed consolidated financial statements
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| KALTURA, INC. AND SUBSIDIARIES |
CONDENSED CONSOLIDATED BALANCE SHEETS | |
(U.S. dollars in thousands, except share and per share data) | |
(unaudited) | |
| | | | | | | | | | | | | | |
| | March 31, 2022 | | December 31, 2021 |
COMMITMENTS AND CONTINGENCIES (Note 7) | | | | |
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STOCKHOLDERS' EQUITY: | | | | |
Preferred stock, $0.0001 par value per share, 20,000,000 shares authorized as of March 31, 2022 and December 31, 2021; 0 shares issued and outstanding as of March 31, 2022, and December 31, 2021 | | — | | | — | |
Common stock $0.0001 par value per share, 1,000,000,000 shares authorized as of March 31, 2022 and December 31, 2021; 135,333,418 and 134,610,294 shares issued as of March 31, 2022 and December 31, 2021, respectively; 127,648,228 and 126,925,104 outstanding as of March 31, 2022 and December 31, 2021, respectively | | 13 | | | 13 | |
Treasury stock – 7,685,190 shares of common stock, $0.0001 par value per share, as of March 31, 2022 and December 31, 2021 | | (4,881) | | | (4,881) | |
Additional paid-in capital | | 418,826 | | | 412,776 | |
Accumulated other comprehensive income | | 523 | | — | |
Accumulated deficit | | (339,560) | | | (322,634) | |
| | | | |
Total stockholders' equity | | 74,921 | | | 85,274 | |
| | | | |
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | | 209,314 | | | 223,293 | |
The accompanying notes are an integral part of the condensed consolidated financial statements.
| | | | | |
| KALTURA, INC. AND SUBSIDIARIES |
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS | |
(U.S. dollars in thousands, except share and per share data)
| |
(unaudited) | |
| | | | | | | | | | | | | | |
| | Three Months Ended March 31, |
| | 2022 | | 2021 |
| | | | |
Revenue: | | | | |
Subscription | | $ | 37,017 | | | $ | 32,342 | |
Professional services | | 4,698 | | | 5,371 | |
| | | | |
Total revenue | | 41,715 | | | 37,713 | |
| | | | |
Cost of revenue: | | | | |
Subscription | | 9,650 | | | 9,876 | |
Professional services | | 5,796 | | | 5,706 | |
| | | | |
Total cost of revenue | | 15,446 | | | 15,582 | |
| | | | |
Gross profit | | 26,269 | | | 22,131 | |
| | | | |
Operating expenses: | | | | |
| | | | |
Research and development | | 14,873 | | | 10,899 | |
Sales and marketing | | 14,616 | | | 10,162 | |
General and administrative | | 11,438 | | | 7,947 | |
Other operating expenses | | — | | | 1,724 | |
| | | | |
Total operating expenses | | 40,927 | | | 30,732 | |
| | | | |
Operating loss | | 14,658 | | | 8,601 | |
| | | | |
Financial expenses, net | | 182 | | | 5,149 | |
| | | | |
Loss before provision for income taxes | | 14,840 | | | 13,750 | |
| | | | |
Provision for income taxes | | 2,086 | | | 1,806 | |
| | | | |
Net loss | | 16,926 | | | 15,556 | |
| | | | |
Preferred stock accretion and cumulative undeclared dividends | | — | | | 3,260 | |
| | | | |
Net loss attributable to common stockholders | | $ | 16,926 | | | $ | 18,816 | |
| | | | |
Net loss per share attributable to common stockholders, basic and diluted | | $ | 0.13 | | | $ | 0.73 | |
| | | | |
Weighted-average shares used in computing net loss per share attributable to common stockholders, basic and diluted | | 127,832,785 | | | 25,662,581 | |
The accompanying notes are an integral part of the condensed consolidated financial statements.
| | | | | |
| KALTURA, INC. AND SUBSIDIARIES |
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS |
(U.S. dollars in thousands, except for share data) | |
(unaudited) | |
| | | | | | | | | | | | | | |
| | Three Months Ended March 31, |
| | 2022 | | 2021 |
| | | | |
Net loss | | $ | 16,926 | | | $ | 15,556 | |
Other comprehensive income, net of tax: | | | | |
Net unrealized gains on cash flow hedges | | 523 | | | — | |
Other comprehensive income | | 523 | | | — | |
Comprehensive loss | | $ | 16,403 | | | $ | 15,556 | |
The accompanying notes are an integral part of the condensed consolidated financial statements.
| | | | | |
| KALTURA, INC. AND SUBSIDIARIES |
CONDENSED CONSOLIDATED STATEMENTS OF CONVERTIBLE AND REDEEMABLE CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS' EQUITY (DEFICIT) |
U.S. dollars in thousands (except share data) | |
(unaudited) | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Convertible preferred stock | | Redeemable convertible preferred stock | | | Common stock | | Treasury stock | | Receivables on account of stock | | Additional paid-in capital | | Accumulated deficit | | Total stockholders' deficit |
| | Number | | Amount | | Number | | Amount | | | Number | | Amount | | Number | | Amount | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | |
Balance as of January 1, 2021 | | 1,043,778 | | | $ | 1,921 | | | 15,779,322 | | | $ | 158,191 | | | | 25,467,922 | | | $ | 2 | | | 7,685,190 | | | $ | (4,881) | | | $ | (882) | | | $ | 8,388 | | | $ | (263,283) | | | $ | (260,656) | |
| | | | | | | | | | | | | | | | | | | | | | | | | |
Loan forgiveness | | — | | | — | | | — | | | — | | | | — | | | — | | | — | | | — | | | 882 | | | — | | | — | | | 882 | |
Stock-based compensation expenses | | — | | | — | | | — | | | — | | | | — | | | — | | | — | | | — | | | — | | | 4,960 | | | — | | | 4,960 | |
Issuance of common stock upon exercise of stock options | | — | | | — | | | — | | | — | | | | 288,029 | | | *)— | | | — | | | — | | | — | | | 212 | | | — | | | 212 | |
Issuance of preferred stock upon exercise of warrants | | — | | | — | | | 27,011 | | | 1,149 | | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | |
Net loss | | — | | | — | | | — | | | — | | | | — | | | — | | | — | | | — | | | — | | | | | (15,556) | | | (15,556) | |
| | | | | | | | | | | | | | | | | | | | | | | | | |
Balance as of March 31, 2021 | | 1,043,778 | | | $ | 1,921 | | | 15,806,333 | | | $ | 159,340 | | | | 25,755,951 | | | $ | 2 | | | 7,685,190 | | | $ | (4,881) | | | — | | | $ | 13,560 | | | $ | (278,839) | | | $ | (270,158) | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | Common stock | | Treasury stock | | Additional paid-in capital | | Accumulated other comprehensive income | | Accumulated deficit | | Total stockholders' equity |
| | | Number | | Amount | | Number | | Amount | | | | |
| | | | | | | | | | | | | | | | | |
Balance as of January 1, 2022 | | | 126,925,104 | | | $ | 13 | | | 7,685,190 | | | $ | (4,881) | | | $ | 412,776 | | | $ | — | | | $ | (322,634) | | | $ | 85,274 | |
| | | | | | | | | | | | | | | | | |
Stock-based compensation | | | — | | | — | | | — | | | — | | | 5,754 | | | — | | | — | | | 5,754 | |
Issuance of common stock upon exercise of stock options, and vesting of restricted stock units | | | 723,124 | | | *)— | | | — | | | — | | | 296 | | | — | | | — | | | 296 | |
Other comprehensive income, net of tax
| | | — | | | — | | | — | | | — | | | — | | | 523 | | | — | | | 523 | |
Net loss | | | — | | | — | | | — | | | — | | | — | | | — | | | (16,926) | | | (16,926) | |
| | | | | | | | | | | | | | | | | |
Balance as of March 31, 2022 | | | 127,648,228 | | | $ | 13 | | | 7,685,190 | | | $ | (4,881) | | | $ | 418,826 | | | $ | 523 | | | $ | (339,560) | | | $ | 74,921 | |
*) Represents an amount that is lower than $1
The accompanying notes are an integral part of the condensed consolidated financial statements.
| | | | | |
KALTURA, INC. AND SUBSIDIARIES |
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS | |
U.S. dollars in thousands | |
(unaudited) | |
| | | | | | | | | | | | | | |
| | Three months ended March 31, |
| | 2022 | | 2021 |
Cash flows from operating activities: | | | | |
Net loss | | $ | (16,926) | | | $ | (15,556) | |
Adjustments to reconcile net loss to net cash used in operating activities: | | | | |
Depreciation and amortization | | 615 | | | 597 | |
Stock-based compensation expenses | | 5,684 | | | 4,960 | |
Amortization of deferred contract acquisition and fulfillment costs | | 2,443 | | | 1,486 | |
Change in valuation of warrants to purchase preferred and common stock | | — | | | 4,151 | |
Non-cash interest expenses | | 39 | | | 162 | |
Non-cash expenses with respect to stockholders’ loans | | — | | | 882 | |
Changes in operating assets and liabilities: | | | | |
Increase in trade receivables | | (2,332) | | | (6,671) | |
Increase in prepaid expenses and other current assets and other assets, noncurrent | | (594) | | | (1,881) | |
Increase in deferred contract acquisition and fulfillment costs | | (1,653) | | | (4,107) | |
Increase (decrease) in trade payables | | (1,498) | | | 721 | |
Increase (decrease) in accrued expenses and other current liabilities | | (430) | | | 2,434 | |
Increase (decrease) in employees and payroll accruals | | (1,838) | | | 1,185 | |
Decrease in other liabilities, noncurrent | | (42) | | | (352) | |
Increase (decrease) in deferred revenue | | (3,140) | | | 5,425 | |
Operating lease right-of-use assets and lease liabilities, net | | 82 | | | — | |
| | | | |
Net cash used in operating activities | | (19,590) | | | (6,564) | |
| | | | |
Cash flows from investing activities: | | | | |
| | | | |
Investment in short-term bank deposit | | (1,850) | | | — | |
Purchases of property and equipment | | (445) | | | (517) | |
Capitalized internal-use software | | (1,767) | | | (740) | |
| | | | |
Net cash used in investing activities | | (4,062) | | | (1,257) | |
| | | | |
Cash flows from financing activities: | | | | |
| | | | |
Proceeds from long-term loans, net of debt issuance cost | | — | | | 29,438 | |
Repayment of long-term loans | | (750) | | | (28,333) | |
Principal payments on finance leases | | (128) | | | (497) | |
Proceeds from exercise of stock options | | 244 | | | 212 | |
Payment of debt issuance costs | | (125) | | | — | |
Payment of deferred offering costs | | — | | | (1,937) | |
| | | | |
Net cash used in financing activities | | (759) | | | (1,117) | |
| | | | |
Net decrease in cash, cash equivalents and restricted cash | | (24,411) | | | (8,938) | |
Cash, cash equivalents and restricted cash at the beginning of the period | | 144,371 | | | 28,355 | |
Cash, cash equivalents and restricted cash at the end of the period | | $ | 119,960 | | | $ | 19,417 | |
The accompanying notes are an integral part of the condensed consolidated financial statements.
| | | | | |
KALTURA, INC. AND SUBSIDIARIES |
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS | |
U.S. dollars in thousands | |
(unaudited) | |
| | | | | | | | | | | | | | |
| | Three months ended March 31, |
| | 2022 | | 2021 |
| | | | |
Supplemental disclosure of non-cash activity: | | | | |
| | | | |
Purchase of property, equipment, internal-use software, and intangible asset in credit | | $ | 872 | | | $ | 721 | |
| | | | |
Lease liabilities arising from right-of-use assets | | $ | 4,949 | | | $ | — | |
| | | | |
Unpaid deferred offering costs | | $ | — | | | $ | 366 | |
| | | | |
Capitalized stock-based compensation cost | | $ | 70 | | | $ | — | |
| | | | |
Supplemental disclosure of cash flow information | | | | |
| | | | |
Cash paid for income taxes, net | | $ | 2,186 | | | $ | 359 | |
| | | | |
Cash paid for interest | | $ | 444 | | | $ | 636 | |
| | | | |
Reconciliation of cash, cash equivalents, and restricted cash to the consolidated balance sheet | | | | |
| | | | |
Cash and cash equivalents | | $ | 119,542 | | | $ | 19,018 | |
Restricted cash included in other assets, noncurrent | | 418 | | | 399 | |
| | | | |
Total cash, cash equivalents, and restricted cash | | $ | 119,960 | | | $ | 19,417 | |
The accompanying notes are an integral part of the condensed consolidated financial statements.
| | | | | |
| KALTURA, INC. AND SUBSIDIARIES |
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS | |
U.S. dollars in thousands (except share and per share data) | |
(unaudited) | |
NOTE 1: GENERAL
Description of Business
Kaltura, Inc. (together with its subsidiaries, the “Company”) was incorporated in October 2006 and commenced operations in January 2007. The Company’s business operations are allocated between two main segments, Enterprise, Education, and Technology (“EE&T”) and Media and Telecom (“M&T”). The Company has developed a platform for video creation, management, and collaboration. The Company's platform enables companies, educational institutions, and other organizations to cost-effectively launch advanced online video experiences, including for Over-the-top (“OTT”) Television, Cloud TV, web video publishing, video-based teaching, learning, and training, video-based marketing, and video-based collaboration. The Company’s core offerings consist of various Software-as-a-Service (“SaaS”) products and solutions and a Platform-as-a-Service (“PaaS”).
NOTE 2: BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation and Consolidation
The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”), and applicable rules and regulations of the Securities and Exchange Commission (the “SEC”) regarding interim financial reporting.
The condensed consolidated balance sheet as of December 31, 2021 was derived from the audited consolidated financial statements as of that date, but does not include all of the disclosures, including certain notes required by U.S. GAAP on an annual reporting basis. Certain information and note disclosures normally included in the financial statements prepared in accordance with U.S. GAAP have been condensed or omitted pursuant to such rules and regulations. Therefore, these unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and the related notes thereto as of and for the year ended December 31, 2021, included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2021, filed with the SEC on February 25, 2022.
In management’s opinion, other than the changes to accounting for leases as described in Note 6, the unaudited condensed consolidated financial statements have been prepared on the same basis as the annual consolidated financial statements with normal recurring adjustments necessary for the fair presentation of the Company’s financial position as of March 31, 2022, and the Company’s consolidated results of operations, convertible and redeemable convertible preferred stock and stockholders’ equity (deficit), and cash flows for the three months ended March 31, 2022 and 2021. The results for the three months ended March 31, 2022, are not necessarily indicative of the results to be expected for the full year ending December 31, 2022, or any other future interim or annual period.
Use of Estimates
The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates, judgments and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. The Company evaluates on an ongoing basis its assumptions, including those related to contingencies, income tax uncertainties, incremental borrowing rate for operating leases, fair value of financial assets and liabilities, including fair value of derivatives, fair value and useful life of intangible assets, as well as in estimates used in applying the revenue recognition policy. The Company bases these estimates on historical and anticipated results, trends and various other assumptions that it believes are reasonable under the circumstances, including assumptions as to future events. Actual results could differ from those estimates.
| | | | | |
| KALTURA, INC. AND SUBSIDIARIES |
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS | |
U.S. dollars in thousands (except share and per share data) | |
(unaudited) | |
Concentration of Risks
Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash and cash equivalents, restricted cash and trade receivables.
The majority of the Company’s cash, and cash equivalents and restricted cash are invested with major banks in the United States, Israel, and the United Kingdom. Such investments in the United States may be in excess of insured limits and they are not insured in other jurisdictions. In general, these investments may be redeemed upon demand and therefore bear minimal risk.
The Company’s trade receivables are geographically dispersed and derived from sales to customers mainly in the United States, Europe, and Asia. Concentration of credit risk with respect to trade receivables is limited by credit limits, ongoing credit evaluation, and account monitoring procedures.
Major customer data as a percentage of total revenues:
The following table sets forth customers that represented 10% or more of the Company’s total revenue in each of the periods set forth below:
| | | | | | | | | | | | | | |
| | Three months ended March 31, |
| | 2022 | | 2021 |
| | | | |
Customer A (M&T) | | *) — | | | 10.10 | % |
Customer B (EE&T) | | *) — | | | 10.09 | % |
*) Represents an amount that is lower than 10% of the Company's total revenue.
Significant Accounting Policies and Estimates
The Company’s significant accounting policies are discussed in Note 2 of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021, which was filed with the SEC on February 25, 2022. There have been no significant changes to these policies during the three months ended March 31, 2022 except as noted below.
Derivatives and Hedging
Derivatives are recognized at fair value as either assets or liabilities in the consolidated balance sheets in accordance with ASC Topic 815, “Derivatives and Hedging.” The gain or loss of derivatives which are designated and qualify as hedging instruments in a cash flow hedge, is recorded under accumulated other comprehensive income (loss) and reclassified into earnings in the same period or periods during which the hedged transaction affects earnings. Derivatives are classified within Level 2 of the fair value hierarchy as the valuation inputs are based on quoted prices and market observable data of similar instruments.
Recently Adopted Accounting Pronouncements
As an “emerging growth company”, the Jumpstart Our Business Startups Act (“JOBS Act”) allows the Company to delay adoption of new or revised accounting pronouncements applicable to public companies until such pronouncements are made applicable to private companies. The Company has elected to use this extended transition period under the JOBS Act. The adoption dates discussed below reflect this election.
In February 2016, the Financial Accounting Standards (“FASB”) issued ASU No. 2016-02, Leases (Topic 842), which would require lessees to put all leases on their balance sheets, whether operating or financing, while continuing to recognize the expenses on their income statements in a manner similar to the existing practice. The guidance states that a lessee would recognize a lease liability for the obligation to make lease payments and a right-of-use (“ROU”) asset for the right to use the underlying asset for the lease term.
| | | | | |
| KALTURA, INC. AND SUBSIDIARIES |
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS | |
U.S. dollars in thousands (except share and per share data) | |
(unaudited) | |
The Company adopted the guidance on January 1, 2022 using a modified retrospective transition approach. It applied Topic 842 to all leases as of January 1, 2022 without adjusting the comparative periods presented. The Company elected certain practical expedients permitted under the transition guidance within the new guidance and carried forward the historical accounting relating to lease identification and classification, remaining lease terms, and initial direct costs. Upon adoption, the Company recognized operating lease right-of-use assets and corresponding lease liabilities of $823. The adoption of Topic 842 did not have a material impact to the Company’s results of operations or cash flows. See Note 6, Leases, for further information.
In December 2019, the FASB issued ASU No. 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes, which simplifies the accounting for income taxes by removing a variety of exceptions within the framework of ASC 740. These exceptions include the exception to the incremental approach for intra-period tax allocation in the event of a loss from continuing operations and income or a gain from other items (such as other comprehensive income), and the exception to using general methodology for the interim period tax accounting for year-to-date losses that exceed anticipated losses. The guidance will be effective for the Company beginning January 1, 2022, and interim periods in fiscal years beginning January 1, 2023. Early adoption is permitted. The Company adopted this guidance on January 1, 2022, and the adoption did not have a material impact on its consolidated financial statements.
Recently Issued Accounting Pronouncements
In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, which replaces the existing incurred loss impairment model with an expected credit loss model and requires a financial asset measured at amortized cost to be presented at the net amount expected to be collected. The guidance will be effective for the Company beginning January 1, 2023, and interim periods therein. Early adoption is permitted. The Company is currently evaluating the effect that ASU 2016-13 will have on its consolidated financial statements and related disclosures.
In October 2021, the FASB issued ASU 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers, which requires an acquirer in a business combination to recognize and measure contract assets and contract liabilities in accordance with Accounting Standards Codification Topic 606. ASU 2021-08 is effective for fiscal years beginning after December 15, 2022 and early adoption is permitted. While the Company is continuing to assess the timing of adoption and the potential impacts of ASU 2021-08, it does not expect ASU 2021-08 to have a material effect, if any, on its consolidated financial statements.
NOTE 3: REVENUES FROM CONTRACTS WITH CUSTOMERS
Disaggregation of Revenue
The following tables present disaggregated revenue by category:
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Three Months Ended March 31, 2022 |
| | Enterprise, Education and Technology | | Media and Telecom |
| | Amount | | Percentage of revenue | | Amount | | Percentage of revenue |
| | | | | | | | |
Subscription | | $ | 27,602 | | | 92.9 | % | | $ | 9,415 | | | 78.5 | % |
Professional services | | 2,125 | | | 7.1 | % | | 2,573 | | | 21.5 | % |
| | | | | | | | |
| | $ | 29,727 | | | 100 | % | | $ | 11,988 | | | 100 | % |
| | | | | |
| KALTURA, INC. AND SUBSIDIARIES |
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS | |
U.S. dollars in thousands (except share and per share data) | |
(unaudited) | |
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Three Months Ended March 31, 2021 |
| | Enterprise, Education and Technology | | Media and Telecom |
| | Amount | | Percentage of revenue | | Amount | | Percentage of revenue |
| | | | | | | | |
Subscription | | $ | 23,971 | | | 87.7 | % | | $ | 8,371 | | | 80.5 | % |
Professional services | | 3,347 | | | 12.3 | % | | 2,024 | | | 19.5 | % |
| | | | | | | | |
| | $ | 27,318 | | | 100 | % | | $ | 10,395 | | | 100 | % |
The following table summarizes revenue by region based on the billing address of customers:
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Three Months Ended March 31, |
| | 2022 | | 2021 |
| | Amount | | Percentage of revenue | | Amount | | Percentage of revenue |
| | | | | | | | |
United States (“US”) | | $ | 23,314 | | | 55.9 | % | | $ | 22,298 | | | 59.1 | % |
Europe, the Middle East and Africa ("EMEA") | | 13,823 | | | 33.1 | % | | 11,568 | | | 30.7 | % |
Other | | 4,577 | | | 11.0 | % | | 3,847 | | | 10.2 | % |
| | | | | | | | |
| | $ | 41,715 | | | 100 | % | | $ | 37,713 | | | 100 | % |
Remaining Performance Obligations
Remaining performance obligations represent the amount of contracted future revenue that has not yet been recognized, including both deferred revenue and contracted amounts that will be invoiced and recognized as revenue in future periods. As of March 31, 2022, the aggregate amount of the transaction price allocated to remaining performance obligations was $171,223, which consists of both billed consideration in the amount of $50,502 and unbilled consideration in the amount of $120,721 that the Company expects to recognize as revenue but that was not yet recognized on the balance sheet. The Company expects to recognize 59% of its remaining performance obligations as revenue over the next 12 months and the remainder thereafter.
Costs to Obtain a Contract
The following table represents a roll forward of costs to obtain a contract:
| | | | | |
| KALTURA, INC. AND SUBSIDIARIES |
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS | |
U.S. dollars in thousands (except share and per share data) | |
(unaudited) | |
| | | | | | | | | | | | | | |
| | Three Months Ended March 31, |
| | 2022 | | 2021 |
| | | | |
Beginning balance | | $ | 26,274 | | | $ | 17,683 | |
Additions to deferred contract acquisition costs during the period | | 1,104 | | | 3,737 | |
Amortization of deferred contract acquisition costs | | (2,086) | | | (1,244) | |
| | | | |
Ending balance | | $ | 25,292 | | | $ | 20,176 | |
| | | | |
Deferred contract acquisition costs, current | | $ | 7,809 | | | $ | 5,589 | |
Deferred contract acquisition costs, noncurrent | | 17,483 | | | 14,587 | |
| | | | |
Total deferred costs to obtain a contract | | $ | 25,292 | | | $ | 20,176 | |
Costs to Fulfill a Contract
The following table represents a roll forward of costs to fulfill a contract:
| | | | | | | | | | | | | | |
| | Three Months Ended March 31, |
| | 2022 | | 2021 |
| | | | |
Beginning balance | | $ | 5,427 | | | $ | 4,041 | |
Additions to deferred costs to fulfill a contract during the period | | 571 | | | 370 | |
Amortization of deferred costs to fulfill a contract | | (357) | | | (242) | |
| | | | |
Ending balance | | 5,641 | | | 4,169 | |
| | | | |
Deferred fulfillment costs, current | | 1,497 | | | 1,099 | |
Deferred fulfillment costs, noncurrent | | 4,144 | | | 3,070 | |
| | | | |
Total deferred costs to fulfill a contract | | $ | 5,641 | | | $ | 4,169 | |
| | | | | |
| KALTURA, INC. AND SUBSIDIARIES |
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS | |
U.S. dollars in thousands (except share and per share data) | |
(unaudited) | |
NOTE 4: FAIR VALUE MEASUREMENTS
In accordance with ASC 820, the Company measures its cash equivalents at fair value using the market approach valuation technique. Cash equivalents are classified within Level 1, because these assets are valued using quoted market prices. Foreign currency derivative contracts are classified within the Level 2 value hierarchy, as the valuation inputs are based on quoted prices and market observable data of similar instruments.
| | | | | | | | | | | | | | | | | | | | |
| | | | Fair value measurements as of |
Description | | Fair Value Hierarchy | | March 31, 2022 | | December 31, 2021 |
| | | | | | |
Measured at fair value on a recurring basis: | | | | | | |
| | | | | | |
Assets: | | | | | | |
Cash equivalents: | | | | | | |
Money market funds | | Level 1 | | $ | 40,001 | | | $ | — | |
| | | | | | |
Derivative instruments asset included in prepaid expenses and other current assets: | | | | | | |
Options and forward contracts designated as hedging instruments | | Level 2 | | $ | 523 | | | $ | — | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
Prior to the Company's initial public offering (the "IPO"), the warrants to purchase preferred and common stock were measured at fair value using Level 3 inputs upon issuance and at each reporting date. Inputs used to determine the estimated fair value of the warrants to purchase preferred and common stock as of the valuation date included expected term, the risk-free interest rate, volatility, and the fair value of underlying shares.
The following table sets forth a summary of the changes in the fair value of the warrants to purchase preferred and common stock:
| | | | | | | | |
| | Three Months Ended March 31, 2021 |
| | |
Balance at January 1 | | $ | 56,780 | |
Reclassification of warrant to preferred stocks to mezzanine equity | | (1,149) | |
Change in fair value of warrants | | 4,151 | |
| | |
Balance at March 31, 2021 | | $ | 59,782 | |
On February 3, 2021, SVB Financial Group (“SVB”) converted a Warrant to Purchase Stock issued on February 3, 2011 (the “Series C Warrant”) into shares of the Company’s Series C Convertible Preferred Stock pursuant to the cashless conversion mechanism described in the Series C Warrant. The conversion was exercised for all 31,414 shares covered by the Series C Warrant and resulted in the net issuance of 27,011 shares of the Company’s Series C Convertible Preferred Stock. Pursuant to the terms of the Series C Warrant, the number of net shares issued was determined by dividing (a) the aggregate fair market value of the shares otherwise issuable upon exercise of the Series C Warrant minus the aggregate exercise price of such shares by (b) the fair market value of one share of the Company’s Series C Convertible Preferred Stock.
| | | | | |
| KALTURA, INC. AND SUBSIDIARIES |
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS | |
U.S. dollars in thousands (except share and per share data) | |
(unaudited) | |
Upon the closing of the Company’s IPO, the warrants to purchase preferred and common stock were converted into 7,067,699 shares of common stock. The final re-measurement of the warrants was based upon the publicly available stock price on the conversion date.
NOTE 5: DERIVATIVES AND HEDGING
The Company entered into forward, put and call option contracts to hedge certain forecasted payroll costs denominated in NIS against exchange rate fluctuations of the U.S. dollar for a period of up to twelve months. The Company recorded the cash flows associated with these derivatives under operating activities. The Company does not use derivative instruments for trading or speculative purposes.
Notional Amount of Foreign Currency Contracts
The Company had outstanding contracts designated as hedging instruments in the aggregate notional amount of $18,370 as of March 31, 2022. The fair value of the Company’s outstanding contracts amounted to an asset of $523 as of March 31, 2022. These assets were recorded under prepaid expenses and other current assets. Gains of $135 were reclassified from accumulated other comprehensive income during the three months ended March 31, 2022. Such gains were reclassified from accumulated other comprehensive income when the related expenses were incurred. The Company had no outstanding contracts designated as hedging instruments as of December 31, 2021.
Effect of Foreign Currency Contracts on the Condensed Consolidated Statements of Operations
The effect of foreign currency contracts on the condensed consolidated statements of operations during the three months ended March 31, 2022 were as follows:
| | | | | | | | |
Condensed Statement of Operations Location: | | Three Months Ended March 31 ,2022 |
| | |
Cost of revenue | | $ | (25) | |
Research and development | | (66) | |
Sales and marketing | | (19) | |
General and administrative | | (25) | |
| | |
Total | | $ | (135) | |
NOTE 6: LEASES
The Company leases its office facilities under non-cancelable agreements that expire at various dates through July 2027.
The Company determines if an arrangement is a lease at inception. As discussed in Note 2, operating lease right-of-use assets and liabilities are included on the Condensed Consolidated Balance Sheet beginning January 1, 2022. The Company currently has finance leases in an immaterial amount that will expire during the fourth quarter of 2022.
Operating lease right-of-use assets and liabilities are recognized at the present value of the future lease payments at the lease commencement date. Operating lease right-of-use assets also include any prepaid lease payments and lease incentives. Certain lease agreements include rental payments adjusted periodically for the consumer price index ("CPI"). The right-of-use and lease liability were calculated using the initial CPI and will not be subsequently adjusted. Payments for variable lease costs are expensed as incurred and not included in the operating lease right-of-use assets and liabilities. For short-term leases with a term of 12 months or less, operating
| | | | | |
| KALTURA, INC. AND SUBSIDIARIES |
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS | |
U.S. dollars in thousands (except share and per share data) | |
(unaudited) | |
lease right-of-use assets and liabilities are not recognized and the Company records lease payments in the Condensed Consolidated Statements of Operations on a straight-line basis over the lease term. The Company combines its lease payments and fixed payments for non-lease components and account for them together as a single lease component.
The interest rate used to determine the present value of the future lease payments is the Company’s incremental borrowing rate, because the interest rate implicit in the Company’s leases is not readily determinable. The Company’s incremental borrowing rate is estimated to approximate the interest rate on a collateralized basis with similar terms and payments, and in economic environments where the leased asset is located. Many of the Company’s lease agreements provide one or more options to renew. When determining lease terms, the Company uses the non-cancellable period of the leases and does not assume renewals unless it is reasonably certain that the Company will exercise the renewal option. Operating lease expenses are recognized on a straight-line basis over the lease term.
Components of operating lease expense were as follows:
| | | | | | | | |
| | Three Months Ended March 31, 2022 |
| | |
Operating lease cost | | $ | 625 | |
Short-term lease cost | | — | |
Variable lease cost | | 12 | |
| | |
Total | | $ | 637 | |
Rent expense under the previous lease accounting standard was $548 during the three months ended March 31, 2021.
Supplementary cash flow information related to operating leases was as follows:
| | | | | | | | |
| | Three Months Ended March 31, 2022 |
| | |
Cash paid for operating leases | | $ | 467 | |
As of March 31, 2022, the weighted-average discount rate is 2.3% and the weighted-average remaining term is 5.30 years. Maturities of the Company’s operating lease liabilities as of March 31, 2022 were as follows:
| | | | | | | | |
Year Ending December 31, | | |
| | |
2022 (Remainder) | | $ | 751 | |
2023 | | 790 | |
2024 | | 808 | |
2025 | | 863 | |
2026 | | 921 | |
2027 | | 471 | |
Total operating lease payments | | 4,604 | |
Less: imputed interest | | 505 | |
Total operating lease liabilities | | $ | 4,099 | |
On April 6, 2022, after the balance sheet date, the Company entered into a lease agreement as tenant related to a property in Israel (the "Lease"). The Lease provides that the Company will lease a new building containing
| | | | | |
| KALTURA, INC. AND SUBSIDIARIES |
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS | |
U.S. dollars in thousands (except share and per share data) | |
(unaudited) | |
approximately 5,926 square meters. The initial lease term is approximately 5.5 years with two options to extend of five years each. The Company believes that it is reasonably certain that it will exercise the option for the first extension period, and accordingly will include this extension period as part of the lease term. The total payments that the Company expects to pay over the initial lease term and the first extension period are approximately $26,419. The lease term is expected to commence in the second quarter of 2022.
As of December 31, 2021, the minimum lease payments under operating leases, including payments for leases which had not commenced, were as follows:
| | | | | | | | |
Year Ending December 31, | | Rental of premises |
| | |
2022 | | $ | 1,317 | |
2023 | | 788 | |
2024 | | 806 | |
2025 | | 862 | |
2026 | | 919 | |
2027 | | 548 | |
| | |
Total | | $ | 5,240 | |
NOTE 7: COMMITMENTS AND CONTINGENCIES
Purchase Commitments
The Company has entered into various non-cancelable agreements with third-party providers for use of mainly cloud and other services, under which it committed to minimum and fixed purchases through the year ending December 31, 2026. The following table presents details of the aggregate future non-cancelable purchase commitments under such agreements as of March 31, 2022:
| | | | | | | | |
Year Ending December 31, | | |
| | |
2022 (Remainder) | | $ | 6,822 | |
2023 | | 12,222 | |
2024 | | 22,585 | |
2025 | | 13,000 | |
2026 | | 14,250 | |
| | |
Total purchase commitment | | $ | 68,879 | |
Litigation
The Company is occasionally a party to claims or litigation in the normal course of the business. The Company does not believe that it is a party to any pending legal proceeding that is likely to have a material adverse effect on its business, financial condition, or results of operations.
NOTE 8: CONDENSED CONSOLIDATED BALANCE SHEET COMPONENTS
Prepaid expenses and other current assets
| | | | | |
| KALTURA, INC. AND SUBSIDIARIES |
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS | |
U.S. dollars in thousands (except share and per share data) | |
(unaudited) | |
Prepaid expenses and other current assets consisted of the following:
| | | | | | | | | | | | | | |
| | March 31, 2022 | | December 31, 2021 |
| | | | |
Prepaid expenses | | $ | 4,642 | | | $ | 3,858 | |
Government institutions | | 288 | | | 576 | |
Derivative instrument | | 523 | | | — | |
Short term bank deposit | | 1,850 | | | — | |
Other | | 834 | | | 676 | |
| | | | |
| | $ | 8,137 | | | $ | 5,110 | |
Property and Equipment, net
Composition of property and equipment is as follows:
| | | | | | | | | | | | | | |
| | March 31, 2022 | | December 31, 2021 |
Cost: | | | | |
Computers and peripheral equipment | | $ | 4,056 | | | $ | 3,668 | |
Office furniture and equipment | | 755 | | | 745 | |
Leasehold improvements | | 526 | | | 513 | |
Finance leases of computers and peripheral equipment | | 253 | | | 253 | |
Internal use software | | 8,596 | | | 6,980 | |
| | | | |
| | 14,186 | | | 12,159 | |
| | | | |
Accumulated depreciation | | (3,058) | | | (2,656) | |
| | | | |
Depreciated cost | | $ | 11,128 | | | $ | 9,503 | |
Depreciation expenses for the three months ended March 31, 2022 and 2021 were $402 and $301, respectively.
Other assets, noncurrent
| | | | | |
| KALTURA, INC. AND SUBSIDIARIES |
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS | |
U.S. dollars in thousands (except share and per share data) | |
(unaudited) | |
| | | | | | | | | | | | | | |
| | March 31, 2022 | | December 31, 2021 |
| | | | |
Restricted cash | | $ | 418 | | | $ | 422 | |
Severance pay fund | | 2,149 | | | 1,968 | |
Other | | 147 | | | 153 | |
| | | | |
| | $ | 2,714 | | | $ | 2,543 | |
Accrued expenses and other current liabilities
| | | | | | | | | | | | | | |
| | March 31, 2022 | | December 31, 2021 |
| | | | |
Accrued expenses | | $ | 6,474 | | | $ | 7,240 | |
Accrued taxes | | 9,250 | | | 9,525 | |
Other | | 1,878 | | | 1,731 | |
| | | | |
| | $ | 17,602 | | | $ | 18,496 | |
NOTE 9: GOODWILL AND INTANGIBLE ASSETS
There was no goodwill activity during the periods presented.
The carrying amounts and accumulated amortization expenses of the intangible assets, as of March 31, 2022, and December 31, 2021, were as follows:
| | | | | | | | | | | | | | | | | | | | |
| | March 31, 2022 | | December 31, 2021 |
| | Weighted average remaining useful life (in years) | | Balance | | Balance |
Gross carrying amount: | | | | | | |
Technology | | 3.00 | | $ | 4,700 | | | $ | 4,700 | |
Customer relationship | | 4.50 | | 2,419 | | | 2,419 | |
Tradename | | 1.17 | | 980 | | | 980 | |
| | | | | | |
| | | | 8,099 | | | 8,099 | |
Accumulated amortization and impairments: | | | | | | |
Technology | | | | (3,428) | | | (3,323) | |
Customer relationship | | | | (2,135) | | | (2,049) | |
Tradename | | | | (840) | | | (818) | |
| | | | | | |
| | | | (6,403) | | | (6,190) | |
| | | | | | |
Intangible assets, net | | | | $ | 1,696 | | | $ | 1,909 | |
| | | | | |
| KALTURA, INC. AND SUBSIDIARIES |
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS | |
U.S. dollars in thousands (except share and per share data) | |
(unaudited) | |
During the three months ended March 31, 2022, and 2021, the Company recorded amortization expenses in the amount of $213 and $296, respectively, included in cost of revenue and sales and marketing expenses in the statements of operations.
The estimated future amortization expense of intangible assets as of March 31, 2022, is as follows:
| | | | | | | | |
| | December 31, |
| | |
2022 (Remainder) | | $ | 455 | |
2023 | | 552 | |
2024 | | 478 | |
2025 | | 148 | |
2026 | | 50 | |
2027 | | 13 | |
| | |
| | $ | 1,696 | |
NOTE 10: INCOME TAXES
The Company recognized an income tax expense of $2,086 and $1,806 for the three months ended March 31, 2022, and 2021, respectively. The tax expense for these periods was primarily attributable to pre-tax foreign earnings. The Company’s effective tax rates of (14)% and (13)% for the three months ended March 31, 2022 and 2021, respectively, differ from the U.S. statutory tax rate primarily due to U.S. losses for which there is no benefit and the tax rate differences between the U.S. and foreign countries.
The Company has a full valuation allowance on its deferred tax assets. As a result, consistent with the prior year, the Company does not record a tax benefit on its losses because it is more likely than not that the benefit will not be realized.
NOTE 11: NET LOSS PER SHARE ATTRIBUTABLE TO COMMON STOCKHOLDERS:
The following table sets forth the computation of basic and diluted net loss per share attributable to common stockholders for the periods presented:
| | | | | |
| KALTURA, INC. AND SUBSIDIARIES |
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS | |
U.S. dollars in thousands (except share and per share data) | |
(unaudited) | |
| | | | | | | | | | | | | | | |
| | Three Months Ended March 31, | |
| | 2022 | | 2021 | |
| | | | | |
Numerator: | | | | | |
Net loss | | $ | 16,926 | | | $ | 15,556 | | |
Preferred stock accretion and cumulative dividends | | — | | | 3,260 | | |
| | | | | |
Total loss attributable to common stockholders | | $ | 16,926 | | | $ | 18,816 | | |
Denominator: | | | | | |
Weighted-average shares used in computing net loss per share attributable to common stockholders, basic and diluted | | 127,832,785 | | 25,662,581 | |
| | | | | |
Net loss per share attributable to common stockholders, basic and diluted | | $ | 0.13 | | | $ | 0.73 | | |
Instruments potentially exercisable for common stock that were excluded from the computation of diluted net loss per share attributable to common stockholders for the periods presented because including them would have been anti-dilutive are as follows:
| | | | | | | | | | | | | | | |
| | Three Months Ended March 31, | |
| | 2022 | | 2021 | |
| | | | | |
Convertible and redeemable and convertible preferred stock | | — | | | 16,850,111 | | |
Warrants to purchase preferred and common stock | | — | | | 7,917,837 | |
Outstanding stock options and RSUs | | 41,435,569 | | 31,650,028 | |
| | | | | |
Total | | 41,435,569 | | 56,417,976 | |
NOTE 12: REPORTABLE SEGMENTS AND GEOGRAPHICAL INFORMATION
Reportable segments
ASC 280, Segment Reporting, establishes standards for reporting information about operating segments. Operating segments are defined as components of an enterprise about which separate financial information is available that is evaluated regularly by the chief operating decision maker in deciding how to allocate resources and in assessing performance. The Company's chief operating decision maker ("CODM") is its Chief Executive Officer. The Company's CODM does not regularly review asset information by segments and, therefore, the Company does not report asset information by segment.
The Company organizes its operations in two segments: Enterprise, Education and Technology and Media and Telecom. The Enterprise, Education and Technology segment represents products related to industry solutions for education customers, and media services (except for Media and Telecom customers). The Media and Telecom segment primarily represents TV solutions that are sold to media and telecom operators.
The measurement of the reportable operating segments is based on the same accounting principles applied in these financial statements, which includes certain corporate overhead allocations.
| | | | | |
| KALTURA, INC. AND SUBSIDIARIES |
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS | |
U.S. dollars in thousands (except share and per share data) | |
(unaudited) | |
| | | | | | | | | | | | | | | | | | | | |
| | Three Months Ended March 31, 2022 |
| | Enterprise, Education and Technology | | Media and Telecom | | Total |
|
| | | | | | |
Revenue | | $ | 29,727 | | | $ | 11,988 | | | $ | 41,715 | |
| | | | | | |
Gross profit | | $ | 20,766 | | | $ | 5,503 | | | $ | 26,269 | |
| | | | | | |
Operating expenses | | | | | | 40,927 | |
Financial expenses (income), net | | | | | | 182 | |
Provision for income taxes | | | | | | 2,086 | |
| | | | | | |
Net loss | | | | | | $ | 16,926 | |
| | | | | | | | | | | | | | | | | | | | |
| | Three Months Ended March 31, 2021 |
| | Enterprise, Education and Technology | | Media and Telecom | | Total |
|
| | | | | | |
Revenue | | $ | 27,318 | | | $ | 10,395 | | | $ | 37,713 | |
| | | | | | |
Gross profit | | $ | 18,748 | | | $ | 3,383 | | | $ | 22,131 | |
| | | | | | |
Operating expenses | | | | | | 30,732 | |
Financial expenses (income), net | | | | | | 5,149 | |
Provision for income taxes | | | | | | 1,806 | |
| | | | | | |
Net loss | | | | | | $ | 15,556 | |
Geographical information
See Note 3 for disaggregated revenue by geographic region.
| | | | | |
| KALTURA, INC. AND SUBSIDIARIES |
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS | |
U.S. dollars in thousands (except share and per share data) | |
(unaudited) | |
NOTE 13: LONG-TERM LOAN
In January 2021, the Company refinanced all amounts outstanding under the existing loan agreements, terminated all outstanding commitments, and entered into a new credit agreement (the “Credit Agreement”) with an existing lender, which provides for a new senior secured term loan facility in the aggregate principal amount of $40,000 (the “Term Loan Facility”) and a new senior secured revolving credit facility in the aggregate principal amount of $10,000 (the “Revolving Credit Facility” and, together with the Term Loan Facility, the “Credit Facilities”).
In June 2021, the Company entered into an amendment to the Credit Agreement (the “First Amendment”). Pursuant to the First Amendment, the Company borrowed an additional aggregate principal amount of $12,500 and increased commitments under the Revolvin