KALTURA INC - Annual Report: 2021 (Form 10-K)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
(Mark One)
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED DECEMBER 31, 2021
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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
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Commission File Number: 001-40644
Kaltura, Inc.
(Exact name of Registrant as specified in its Charter)
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Delaware
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20-8128326
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification No.)
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250 Park Avenue South
10th Floor
New York, New York
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10003
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(Address of principal executive offices)
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(Zip Code)
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Registrant’s telephone number, including area code: (646) 290-5445
Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Common stock, $0.0001 par value per share
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KLTR
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The Nasdaq Stock Market LLC
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Securities registered pursuant to Section 12(g) of the Act:
None
(Title of class)
Indicate by check mark if the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
YES ☐ No ☒
Indicate by check mark if the Registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.
YES ☐ No ☒
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.
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Large accelerated filer
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Accelerated filer
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Non-accelerated filer
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Smaller reporting company
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Emerging growth company
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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 has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
YES ☐ No ☒
The registrant was a public company as of the last business day of its most recently completed second fiscal quarter and, therefore, cannot calculate the aggregate market value of its voting and non-voting common equity held by non-affiliates as of such date.
The number of shares of the registrant’s common stock, par value $0.0001, outstanding as of February 18, 2022 was 127,065,210.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the registrant’s definitive Proxy Statement relating to its 2022 Annual Meeting of Stockholders, to be filed with the SEC within 120 days after the end of the fiscal year ended December 31, 2021, are incorporated herein by reference in Part III.
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Signatures |
FORWARD-LOOKING STATEMENTS
This Annual Report on Form 10-K 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 Annual Report
on Form 10-K 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 Annual Report on Form 10-K 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 Annual Report on Form
10-K 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 important factors discussed in Part I, Item 1A, “Risk Factors” in this Annual Report on
Form 10-K for the fiscal year ended December 31, 2021. The forward-looking statements in this Annual Report on Form 10-K are based upon
information available to us as of the date of this Annual Report on Form 10-K, 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 Annual Report on Form 10-K and the documents
that we reference in this Annual Report on Form 10-K and have filed as exhibits to this Annual Report on Form 10-K 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
Annual Report on Form 10-K. Except as required by applicable law, we do not plan to publicly update or revise any forward-looking statements
contained in this Annual Report on Form 10-K, whether as a result of any new information, future events or otherwise.
As used in this Annual Report on Form 10-K, 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.
INDUSTRY AND MARKET DATA
Unless otherwise indicated, information contained in this Annual
Report on Form 10-K concerning our industry and the markets in which we operate is based on information from independent industry and
research organizations, other third-party sources, and management estimates. Certain of these publications, studies and reports were published
before the COVID-19 pandemic and therefore do not reflect any impact of COVID-19 on any specific market or globally. Management estimates
are derived from publicly available information released by independent industry analysts and third-party sources, as well as data from
our internal research, and are based on assumptions made by us upon reviewing such data and our knowledge of such industry and markets,
which we believe to be reasonable. Although we believe the data from these third-party sources is reliable, we have not independently
verified any third-party information. In addition, projections, assumptions, and estimates of the future performance of the industry in
which we operate and our future performance are necessarily subject to uncertainty and risk due to a variety of factors, including those
described in Part I, Item 1A. “Risk Factors” and the section titled “Forward-Looking Statements.” These and other
factors could cause results to differ materially from those expressed in the estimates made by the independent parties and by us.
In particular, certain information identified in this Annual
Report on Form 10-K is contained in the following independent industry publications or reports by Forrester Research, Inc. (“Forrester”)
and Gartner, Inc. (“Gartner”):
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Gartner, Market Guide for Enterprise Video Content Management, September 2020. |
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Gartner, Magic Quadrant™ for Enterprise Video Content Management, September 2013, October 2014, November 2015, November
2016 and November 2018. |
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Gartner, Critical Capabilities for Enterprise Video Content Management, March 2019. |
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Gartner, Magic Quadrant for Meeting Solutions, October 2020. |
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Gartner, Magic Quadrant for Meeting Solutions, October 2021. |
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Gartner, Critical Capabilities for Meeting Solutions, October 2021. |
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Forrester, The Forrester Wave™: B2B Marketing Events Management Solutions, Q1 2021 |
GARTNER and MAGIC QUADRANT are registered trademarks and service
marks of Gartner, Inc. and/or its affiliates in the U.S. and internationally and are used herein with permission. All rights reserved.
Gartner does not endorse any vendor, product or service depicted
in its research publications, and does not advise technology users to select only those vendors with the highest ratings or other designation.
Gartner research publications consist of the opinions of Gartner’s research organization and should not be construed as statements
of fact. Gartner disclaims all warranties, expressed or implied, with respect to this research, including any warranties of merchantability
or fitness for a particular purpose.
Gartner Peer Insights reviews constitute the subjective opinions
of individual end users based on their own experiences and do not represent the views of Gartner or its affiliates.
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SUMMARY RISK FACTORS
Our business is subject to numerous risks and uncertainties,
including those described in Part I, Item 1A. “Risk Factors” in this Annual Report on Form 10-K. You should carefully consider
these risks and uncertainties when investing in our common stock. The principal risks and uncertainties affecting our business include
the following:
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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; |
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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; |
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We have a history of losses and may not be able to achieve or maintain profitability; |
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The ongoing COVID-19 outbreak, and its variants, could adversely affect our business, financial condition and results of operations;
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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;
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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; |
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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; |
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If we do not maintain the interoperability of our offerings across devices, operating systems and third-party applications that we
do not control, and if we are not able to maintain and expand our relationships with third-party technology partners to integrate our
offerings with their products and solutions, our business, financial condition and results of operations may be adversely affected;
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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; |
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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; |
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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;
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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; |
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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; |
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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; |
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We rely on third parties, including third parties outside the United States, for some of our software development, quality assurance,
operations, and customer support; |
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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; |
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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; |
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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; |
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Our failure to offer high quality customer support would have an adverse effect on our business, reputation and results of operations;
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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; |
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The sales prices of our offerings may change, which may reduce our revenue and gross profit and adversely affect our financial results;
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We expect our revenue mix to vary over time, which could negatively impact our gross margin and results of operations; |
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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; |
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Our international operations and expansion expose us to risk; |
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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; |
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Currency exchange rate fluctuations affect our results of operations, as reported in our financial statements; |
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A portion of our revenue is generated by sales to government entities, which are subject to a number of challenges and risks;
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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; |
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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; |
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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; |
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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; |
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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; |
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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 |
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Political, economic, and military conditions in Israel could materially and adversely affect our business. |
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PART I
Item 1. Business.
Overview
Our mission is to power any video experience, for any organization.
Our Video Experience Cloud powers live, real-time, and on-demand video for webinars, events, virtual classrooms, and video sites. We also
offer robust Application Programming Interfaces ("APIs") and Software Development Kits ("SDKs") for developers and industry solutions
for education and media and telecom. Our Video Experience Cloud is used by leading brands across all industries, reaching millions of
users, at home, at school and at work, for communication, collaboration, marketing, sales, customer care, learning, and entertainment
experiences. With our flexible offerings, customers can experience the benefits of video across a wide range of use cases, while customizing
their deployments to meet their individual, dynamic needs.
Video is everywhere. It has become a driving force for online
interactions and engagement, and has revolutionized how we communicate, work, learn, and entertain. For businesses, video sits at the
heart of digital transformation, with organizations increasingly embracing video solutions to better engage with customers and employees.
Video adoption has been further fueled by the availability of broadband, increased penetration of smartphones, rise of over-the-top streaming
(“OTT”) and cloud technologies, consumerization of enterprise technology, elevation of video to strategic and mission-critical
use cases, the entry of younger professionals into the workforce and the growth in remote and distributed workforces. Furthermore, we
believe the COVID-19 pandemic has accelerated the use and adoption of video.
Our vision and technology are differentiated in the market, addressing
video as a unique data type that can and should be handled by a unified horizontal technology stack that powers all live, real-time, and
on-demand video use cases, maximizing engagement, interactivity and the collection of data. Our Video Experience Cloud powers a wide array
of video applications across industries and use cases. Our core offerings consist of various Software-as-a-Service (“SaaS”)
products and solutions and a Platform-as-a-Service (“PaaS”) offering, including:
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Video Products – Video Sites, Webinars, Virtual Classroom, and Events. Customers leverage these products for video-based communication,
collaboration, training, and customer experience (marketing, sales, and customer care). |
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Video Industry Solutions – LMS Video (Learning Management System) and Lecture Capture for educational institutions to support
and enhance in-class and remote teaching and learning. We also offer a TV Solution for media companies and telecom operators, allowing
them to provide OTT advertising and subscription-based live and on-demand TV services for entertainment experiences. |
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Media Services – Live, real-time, and on-demand video APIs, SDKs, and Experience Components as well as Video and TV Content
Management Systems that govern the entire lifecycle of video, enabling customers to build any video experience and workflow. Our Media
Services also serve as a foundation for our products and industry solutions. Our APIs and SDKs address: media ingestion, creation, editing,
files transcoding, live transcoding, real-time video, publishing, streaming, distribution, recording and scheduling, video enrichment,
search, management, monitoring, engagement, video and image transformation, access control, user management, analytics, multi-tenancy,
security, digital rights management, and media repurposing at scale. Our Experience Components include video player, video editor, video
accessibility tools, video capture tools, large files upload SDKs, interactive video editor, quizzing, hot-spots, polling, native mobile
and TV SDKs, video applications framework, embedded live stream app, and embedded WebRTC meeting components. |
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As of December 31, 2021, we had over 1,000 customers from
a wide range of industries, including financial services, high technology, healthcare, education, public sector, media and telecommunications.
Among our customers are 28 of the US Fortune 100, more than 50% of U.S. R1 educational institutions, including seven of the eight Ivy
League schools and some of the largest global media companies and telecom operators. This subset of customers accounted for approximately
39% of our revenue for the year ended December 31, 2021. Most of our top customers leverage several Kaltura products for a range of use
cases across their organization. Between December 31, 2018 and December 31, 2021, we expanded our base of customers with ARR greater
than $100,000 from 178 to 294, and the number of customers with ARR greater than $1.0 million from 4 to 21.
In 2021, we were recognized as a Visionary in the 2021 Gartner®
Magic Quadrant™, and we ranked 4th in the ‘External Presentation’ (4.44/5) Use Case, and 5th in the ‘Learning
and Training’ (4.32/5), and ‘Webinars’ (4.16/5) Use Cases in the Gartner 2021 Critical Capabilities for Meeting Solutions
Report. We were also recognized as a Representative Vendor in the 2020 Gartner Market Guide for Enterprise Video Content Management. We
have been included in Gartner research reports on this since 2013, where we were listed as a Leader for 5 consecutive times in the Magic
Quadrant for Enterprise Video Content Management report and ranked highest in all Use Cases in the last-published Critical Capabilities
for Enterprise Video Content Management report. Gartner discontinued publication of this Magic Quadrant for Enterprise Video Content Management
report in 2018 and of the correlating Critical Capabilities report in 2019.
We have also received customer recognition. As of January 19,
2022, we ranked 4.6/5 out of 57 reviews for Meeting Solutions and 4.6/5 out of 28 reviews for Enterprise Video Content Management by customers
on Gartner Peer Insights.
In March 2021, we were also cited as a Strong Performer in The
Forrester Wave™: B2B Marketing Events Management Solutions, Q1 2021.
To date, we have invested primarily in increasing the scope and
depth of our offerings. At the same time, we have accelerated our year-over-year revenue growth from 12% in 2018 to 18% in 2019, 24% in
2020 and 37% in 2021. We accomplished this growth without materially increasing our sales and marketing spend over 2019 and 2020. In the
fourth quarter of 2020, we began investing significantly in sales and marketing expenses to drive revenue growth, and we expect this trend
to continue for the foreseeable future. Additionally, for the year ended December 31, 2021, we generated net losses of $59.4 million and
had Adjusted EBITDA of $(12.2) million. See Part II, Item 7. “Management’s Discussion and Analysis of Financial Condition
and Results of Operations—Non-GAAP Financial Measures” for a discussion of the limitations of Adjusted EBITDA and a reconciliation
of Adjusted EBITDA to net loss, the most directly comparable GAAP performance measure.
Our platform provides a differentiated and comprehensive value
proposition for our customers. Additionally, we believe the demand for video offerings has reached an inflection point, with several trends
driving strong demand for video applications. We intend to continue expanding our Video Experience Cloud with new Media Services, as well
as new products and industry solutions. We have also begun to increase our sales and marketing investment to capture the significant market
opportunity ahead of us, including increasing the size and reach of our direct sales team, and investing in self-serve products and channel
partnerships to expand our presence with smaller customers across all industries.
5
Key Trends Impacting the Video Market
The nature of video consumption has transformed in recent years.
Several major trends have played a role in this evolution:
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Availability of Broadband: The availability of internet-based services has increased in recent years, with global telecom operators
increasing investment in next-generation mobile networks to reach previously underpenetrated regions and enhance performance in existing
ones. This, coupled with the decreasing price of broadband, has accelerated the use of internet-based services such as video across a
global audience. |
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Broad Penetration of Smartphones: Billions of people around the world use smartphones today, equipped with sophisticated technology
that allows them to create, watch, and transmit video anytime and anywhere. |
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Rise of OTT and Cloud Technologies: Television has left its original home within cable and satellite networks and TV set-top boxes
and is now being delivered from the cloud as an internet-based service to any device. OTT video technology has enabled content providers
to bypass the traditional distribution value chain and reach consumers directly without relying on network owners as the middleman.
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Consumerization of Enterprise Technology: Employees in today’s businesses expect consumer-like experiences with enterprise
technology, expanding their use case of technology at work from simply exchanging information and data, to interacting, socializing, and
learning. This has accelerated the use of video for both internal and external use cases. |
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The Shift to Remote Work and Education: The world is shifting to a new normal that includes remote and hybrid work practices that
rely heavily on video communication, including virtual meetings and asynchronous communications, each of which require complex, integrated
video workflows and analytics, to create comprehensive digital experiences at scale. Additionally, as entire campuses have shifted online,
video and virtual classrooms have become a requirement for business continuity and operations. |
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Virtual Events: Over the past two years, COVID-19 has forced conference and event organizers to adopt a virtual experience. Such
events have proven their ROI in marketing funnels and employee engagement, enabling a scale of events and digital touchpoints with a lower
budget. At the core of these events is video – for communication, content, education and more. |
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COVID-19 Pandemic Accelerating Preexisting Trends: We believe the COVID-19 pandemic has accelerated the use of video for numerous
use cases, including remote learning, remote work, remote healthcare, consumer communication, e-commerce and online entertainment. We
believe that the COVID-19 pandemic has accelerated preexisting trends, with video experiences poised to be a key element of online interactions
for decades to come. |
Limitations of Existing Video Solutions
While various video solutions exist in the market today, we believe
they are mostly discrete inflexible point solutions that suffer from a lack of modularity, extensibility, and interoperability; offer
limited breadth and depth of functionality, data insights, and end user engagement; and do not provide the required cloud-based enterprise-grade
reliability, scalability, compliance, and security. As a result, these offerings limit the ability of customers to maximize the benefits
of video technology for their businesses and are also too costly and require significant time to value.
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Discrete Point Solutions: Most existing solution providers lack workflows
and experiences connecting different video technologies (live, real-time and on-demand), devices, and use cases. As a result, businesses
are faced with the complexity of working with multiple vendors to meet their video needs, often leading to a lack of cohesiveness across
offerings, silos of content and disjointed workflows, and security and monitoring concerns. |
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Inflexible Offerings: Many existing video solutions are turnkey applications
that provide little by way of integration and customization. Their inflexible architecture often inhibits existing vendors’ ability
to innovate quickly and extend the offering to keep up with the rapidly growing and evolving needs for video. Additionally, existing vendors
provide few tools for businesses to build their own advanced video workflows and products. |
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Limited Integration with Ecosystem: Most existing video solution providers
have only a few integrations with third-party platforms, and therefore offer limited interoperability and a disjointed end-user experience.
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Limited Analytics Capabilities: Existing solutions often lack the robust
analytics tools that enable interactivity and personalization. This limits the ability of businesses to make data-driven business decisions,
further translating to limited end user engagement and a lower return on investment. |
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Not Optimized for End Users: The interfaces of existing solutions are
often not intuitive, and do not generate an immersive and engaging end user experience across devices. |
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Not Built for the Cloud: Many existing offerings are not cloud-native
and instead rely on legacy on-premise deployments to deliver their solutions, limiting their ability to innovate quickly and provide video
seamlessly across devices. This also creates operational complexities for customers managing multiple video solutions and limits their
ability to leverage economies of scale. |
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Insufficient Support of Enterprise Standards: Many existing offerings
lack the scale, security, and compliance needed by today’s enterprises, and also lack the development, contribution, and support
for industry standards that promote openness, interoperability, and accessibility. This creates a growing risk for businesses that are
using video for mission-critical use cases at scale. |
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Unnecessary Costs: Existing solutions frequently require extensive implementation,
hardware maintenance and custom integrations with other video solutions and adjacent tools, often resulting in excess costs for the customer.
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Kaltura’s Video Experience Cloud
Our Video Experience Cloud powers all types of video experiences:
live, real-time, and on-demand. We designed it from the ground up using API-based building blocks that govern the entire video lifecycle
and provide the foundation for our video applications. We believe our Video Experience Cloud is differentiated by the following characteristics:
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Unified Experiences: Our native support for video solutions across the
tech stack – live, real-time, and on-demand, enables us to create unified experiences that bridge technologies to create simple,
cohesive workflows. This enables us to not only simplify operations, but also create new video experiences and richer content, avoiding
the content and data silos generated by having several fragmented and disjointed point solutions. |
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Interactive Media Experiences: We provide the complete stack, from video
creation tools to playback. By providing tools for creators, we can create more immersive playback experiences, with interactive options
for viewers. Live experiences such as webinars and meetings can be translated to interactive on-demand videos, providing not only a better
experience for each viewer, but also a longer shelf life for content created. With content-centric experiences, we create engagement around
the content, powering learning and collaboration. |
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Media Services and Extensive Developer Tools: We offer developers extensive
APIs, SDKs and media capabilities, enabling them to bring video experiences to any application. With embeddable experience components,
application developers can shorten time to market, while bringing a complete and mature experience to their users. |
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Ecosystem: We have built a rich ecosystem of over 125 technology partners,
extending our experiences with AI, video creation, and network optimization, among others. We make our partners’ solutions available
to our customers through our marketplace, complete with a variety of plugins and out-of-the-box integrations with our platform. This ecosystem
further simplifies our customers’ workflows, enabling them to weave video capabilities into non-video workflows and discover new
technologies to further enhance their own offerings, ultimately increasing their satisfaction and stickiness with our platform.
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| • |
Analytics: Our platform offers powerful analytics across multiple dimensions,
including insights related to engagement, time and seasonality comparisons, bottleneck identification, and congestion detection. These
features help companies maximize the use of the data they are gathering across video channels, and better guide workflows associated with
subscription. They also enable us to generate a significant amount of valuable data, which, when coupled with our proprietary AI/ML-powered
analytics capabilities, drives further usage of our platform, creating a powerful virtuous cycle. |
| • |
Cloud-Agnostic: While most of our customers use our public cloud products
and solutions, our solutions can be deployed across any private, public, or hybrid cloud environment, as well as on-premise, providing
our customers with complete flexibility around their deployment. |
| • |
Enterprise-Grade: Our platform offers enterprise-grade reliability, security,
and scalability, allowing us to support mission-critical workflows for experiences of any scale. We also offer proactive monitoring and
various tiers of customer support. For customers that rely on Kaltura to power TV experiences, we offer service availability commitments
of up to 99.995%, the highest industry benchmark required by major media and telecom customers. Additionally, we are a leader in the market
with the development, contribution, and support for industry standards such as MPEG-DASH, LTI, Caliper and Open Video Capture standards
by IMS Global Learning Consortium. We maintain compliance with accessibility standards, such as 508, CVAA, and WCAG 2.0 AA, and issued
a self-disclosing Voluntary Product Accessibility Template (“VPAT”) to ensure we adhere to the highest standards. |
Growth Strategies
We intend to drive significant growth by executing on the following
key strategies:
| • |
Acquire New Customers: We believe we have a significant opportunity to
expand our presence with Fortune Global 2000 companies and other global enterprises. We are in the process of increasing our investment
in sales and marketing to capitalize on our significant market opportunity and on the strong sales efficiency unit economics that we have
demonstrated. We are growing our base of field sales representatives and customer success managers, which we believe will drive both geographic
and vertical expansion. Additionally, we are investing for the first time in inside sales, self-serve offerings, and distribution channels.
We believe this will enable us to expand our presence across all industries – beyond enterprises into SMEs, beyond universities
into K-12 schools, beyond tier 1 media and telecom companies to tier 2 and 3 media and telecom companies, and beyond providing Media Services
to large technology companies to also addressing smaller technology firms and startups. |
| • |
Extend Product Leadership: We believe our platform is ideally suited for
expansion across products, solutions, industries, and use cases. We will continue to invest in new technologies and harness existing ones.
We intend to continue to invest in our solutions across multiple dimensions: |
| ◦ |
Recent Product Introductions: In 2020, we entered the real-time-conferencing
market for the first time with the introduction of our Webinars, Virtual Classroom, and Events products. We believe these products present
a significant long-term opportunity, and we intend to harness our growing presence with them. |
8
| ◦ |
Future New Offerings, including: |
| ▪ |
Products: We will continue to invest in new video products for training,
communication and collaboration, marketing, sales and customer care, some of which will be made available as self-serve products.
|
| ▪ |
Industry Solutions: We believe there is a significant opportunity to extend
our platform into more industries. Following the success of our media and telecom and education solutions, we intend to launch solutions
for industries such as healthcare and financial services, among others. |
| ▪ |
Media Services: We intend to enhance our Media Services offerings with
additional core capabilities and invest in areas such as content creation, personalization and interactivity, content aggregation and
syndication, AI and smart monetization. We also intend to add these capabilities into our existing and new products and industry solutions.
|
| • |
Increase Revenue from Existing Customers: We plan to continue to increase
sales within our existing customer base through increased usage of our platform and the cross-selling of additional products and solutions.
For the years ended December 31, 2021 and 2020, our Net Dollar Retention Rate was 118% and 107%, respectively, demonstrating our ability
to expand within our existing customer base. |
| • |
Augment our Platform Offering through Partnerships and Opportunistic M&A:
We plan to increase the breadth of partnerships with our technology partners, further allowing us to provide the most comprehensive
video solutions to our customers. Additionally, we intend to continue to explore potential transactions that could enhance our capabilities
or increase the scope of our technology footprint. |
Kaltura Video Experience Cloud
Video experiences are the driving force for online interactions,
at home, at work and at school. Our Video Experience Cloud powers all types of video experiences: live, real-time, and on-demand, engaging
millions of end users daily. We designed our Video Experience Cloud from the ground up using API-based building blocks which govern the
entire video lifecycle and provide the foundation for our video applications.
9
Our Media Services underpin our products and industry solutions,
addressing all Media Services required for creation, transcoding, management, security, distribution, publishing, and analytics across
live, real-time, and on demand video experiences. We believe this offering sets us apart by enabling ease of integration and customization,
and by allowing us to innovate at a very high pace. Our Media Services are also offered to technology companies and developers in the
form of a PaaS that includes APIs, SDKs, and Experience Components.
Companies across all industries use our Video Sites, Virtual
Classroom, Webinars and Events products for communication, collaboration, training, and customer experience (marketing, sales, and customer
care). Our industry solutions are used by educational institutions for in-class and remote teaching and learning, and by media and telecom
companies to power TV and entertainment experiences.
Kaltura Media Services
| • |
APIs, SDKs, and Experience Components: These offerings include a comprehensive
set of cloud video services addressing creation, ingestion, transcoding, management, security, editing, distribution, publishing, engagement,
monetization, monitoring, multi-tenancy, and analyzing of video, audio, and images at scale. We also offer SDKs and Experience Components
(a cluster of APIs that together form a software component with a front-end experience, such as a video player, live Q&A widget, online
video editor, or polling tool) for fast development of advanced experiences, such as for video creation, capture, playback, webcasting,
conferencing. or editing. These offerings not only serve as the video engine and experience layer of our own products and industry solutions,
but are also offered to our customers to enable them to build their own video workflows and products. Our Media Services also serve technology
partners within our marketplace who build plugins to our platform and enable our and their customers to leverage their value-add services
such as for advanced media creation, AI, transcription, and delivery. Our Media Services are used today primarily by technology and healthcare
companies; however, we believe they have potential applications across all industries. |
| • |
Video and TV Content Management Systems: Kaltura Video and TV Content
Management Systems are a market leading multi-tenant media content management systems (“CMS”). Our Video CMS offers integrations
with social business applications, learning management systems, marketing automation systems, content management systems, and video conferencing
solutions. It also provides users with a Video Player Studio to design and configure lightweight, fast, and customizable video players
for optimal viewing experiences on any device. Furthermore, it offers video AI and enrichment tools for captions, translations, and auto-chaptering.
Our Video CMS also offers deep analytics built in, as well as support for Caliper and xAPI along with reporting APIs. Users can leverage
our Video CMS’ extensible service framework for connecting third-party video enrichment services, as well as a centralized dashboard
to manage workflows and budgets across services and departments. Our TV CMS serves as the administration console for our full-service
offering which enables the launch and operation of a robust and scalable end-to-end, full-feature TV service. It enables Pay-TV and content
providers to manage offers, content catalogs, users, devices and payments, handle marketing campaigns, and collect business intelligence
to initiate data-driven decisions to optimize the business outcomes of their TV service. It also offers users a consistent and continuous
viewing experience across devices, with TV apps available on Android TV streamers, Android TV STB, Apple TV, Web browsers, iOS, and Android
mobile devices and tablets, as well as LG and Samsung Smart TVs. |
10
Kaltura Video Products
| • |
Webinars: Kaltura Webinars offers branded webinars
with interactive tools to engage audiences. It provides customers with a brandable solution to ensure consistent brand messaging and customizable
management to fit different needs. Additionally, Webinars offers interactive tools with rich video playback, polls, and other features,
as well as integrated, advanced analytics to track engagement and connect to marketing automation workflows. Furthermore, via Kaltura
Webinars users can scale to any audience with live broadcast, without the need to plan or incur more cost, and rich media recordings are
immediately ready for reuse in embeddable galleries and for distribution to social channels. |
| • |
Events: Kaltura Events is a fully customizable events
platform designed to support differentiated experiences at scale, supporting live, simulated live, real-time, and on-demand experiences,
with unique networking and engagement functionality. Kaltura Events supports any event size and type, from single session meetings, to
town halls, to multi-session flagship events, creating dedicated journeys for all attendee types, flexible sponsor packages, and robust
analytics. With fully customizable branded templates, organizations can scale their event strategy and create immersive experiences with
a click of a button. |
| • |
Video Sites: Video Sites is a market-leading enterprise
video portal for watching, searching, creating, and engaging with live, real-time, and on-demand rich media content. This customizable
portal can be used for learning and development, knowledge sharing and collaboration, as well as internal and external communication.
It allows users, based on their permissions, to create, upload, share, search, browse, respond to quizzes, and watch live, real-time,
and on-demand videos, video presentations, screencasts, conferencing recordings, and other rich media content, with full user management
and moderation capabilities that enforce compliance and governance. |
| • |
Virtual Classroom: We enable both synchronous learning
with Kaltura Virtual Classroom and asynchronous learning with training videos, video quizzes, and much more. User-level and content-level
analytics provide feedback for learners and instructors. Kaltura Virtual Classroom offers a persistent virtual learning environment
focused on engagement, interaction, and analytics. It enables users to join virtual classrooms with one click where participants interact
face-to-face from any device, with no downloads or installations required. Kaltura Virtual Classroom offers collaboration and moderation
tools, including whiteboard, quizzes, breakout rooms, and Q&A. Furthermore, Kaltura Virtual Classroom includes integrations to all
leading LMS platforms and provides a white-label solution that can be customized to match each instructor’s class management style.
|
Kaltura Industry Solutions – Education
| • |
LMS Video: Kaltura Learning Management Systems (“LMS”) Video
allows customers to experience rich media as a native part of their LMS workflows by embedding video creation, publishing, search, playback,
editing, captioning, analytics, and quizzing anywhere within the learning environment (course content, assignments, discussions, and more).
These solutions enable customers to organize media repositories within course media galleries, personal user spaces, and instructor repositories
for collaboration, reuse, and sharing of content. Quiz results and video engagement metrics can be seamlessly integrated into LMS gradebooks
or analytics features. Kaltura LMS Video is available for various systems, including Moodle, Blackboard, Sakai, Canvas, and Brightspace.
|
| • |
Lecture Capture: Kaltura Lecture Capture is a capture tool to record lectures
and classrooms and make recordings available to students via Kaltura’s platform. Lectures and classes can be captured from multiple
different devices. Kaltura Lecture Capture allows users to automatically publish course capture recordings to LMS courses, and videos
can be enriched with captioning, interactive video quizzes, and advanced metadata. Users can leverage advanced analytics on viewership
with user-level heatmaps, insights on engagement, and comparative analysis. Furthermore, they can use learning tools such as video quizzes,
dynamic layers, hotspots, and interactive video paths to increase engagement. Customers can also leverage Lecture Capture for automated
transcription, editing, advanced analytics, and metadata extraction. |
11
Kaltura Industry Solutions – Media & Telecom
| • |
TV Solution: Our TV Solution is a turn-key solution powering TV operators
to maximize their revenues, drive conversion and increase customer retention while providing the ability to conduct experiments and evaluate
new monetization techniques. Geared towards medium-size media companies and operators, who do not need the level of customization required
by tier-1 companies, Kaltura TV Solution contains all the required modules out-of-the-box to manage the TV service offering: content packages,
pricing, discounts and coupons (in multiple currencies), support for free trials, seasonal pass and Pay-Per-View, box sets, Electronic-Sell-Through,
and Advertising, Subscription, and Transactional offerings, as well as the user interface and apps for consumers. |
Customers
As of December 31, 2021, we served over 1,000 customers,
including several of the world’s leading brands across multiple industries, including financial services, high technology, healthcare,
education, public sector, media and telecommunications. We serve 28 of the US Fortune 100, and more than 50% of U.S. R1 educational institutions,
including seven of the eight Ivy League schools. Additionally, our solutions power 16 major global TV initiatives.
Our customers are global, spanning 50 countries, and during the
year ended December 31, 2021, our technology reached end users in over 200 countries. For the year ended December 31, 2021, approximately
62% of our revenue was generated from customers in the Americas, 31% from customers in EMEA and 7% from customers in APAC. We have sold
our products to customers of all sizes, selling to large global enterprises as well as more recently to SMEs.
Sales & Marketing
Our sales organization is primarily comprised of direct sales
and account teams that focus mainly on acquisition, retention, and growth of large customers, including Fortune Global 2000 organizations.
We currently have four direct sales and account teams, as noted below. Each of our teams sells the following offerings:
| • |
M&T team, which sells our Media Services and TV Solution to media and telecom companies. |
| • |
Education team, which sells our Media Services, Video Products and specialized education industry solutions to universities and K-12
institutions. |
| • |
Technology team, which sells our Media Services and Video Products to technology companies who want to integrate our offerings into
their own video workflows and products. |
| • |
“All Other Enterprises” team, which sells our Media Services and Video Products to all other customers (as well as sells
our Video Products to our M&T customers). |
Additionally, we leverage reseller relationships globally to
help market and sell our products to customers worldwide, especially in areas in which we have a limited presence.
We are investing in initiatives to more efficiently reach new
customers and expand our partnerships with existing ones. For example, we recently launched the option to purchase our Webinars, Virtual
Classroom, and Media Services offerings directly from our website, allowing us to reduce our cost of customer acquisition, drive additional
opportunities to our direct sales team, reach smaller customers, and broaden our target market.
Our marketing efforts are focused on creating preference for
our brand, and driving leads to Kaltura through thought leadership, participation in industry events, analyst and press coverage, customer
referrals, community work, customer user groups, and Kaltura produced customer and industry events like “Kaltura Connect”
and “Kaltura Virtually Live”. We also leverage digital campaigns and make free trials available for many of our products to
drive engagement and conversion.
12
Research & Development
Our business has been driven by constant innovation, anticipating
trends ahead of other participants in the market. We believe we are one of the first organizations to recognize the importance and mission-critical
nature of video experiences, and the subsequent need for Media Services that allow both us and our customers to support any video experience
and workflow. Our ability to be a leader in our target markets and rapidly introduce new applications depends on the constant expansion
of our Media Services, and the development of new products and industry solutions that rely on them.
We work closely with our customers to address their growing needs
for video experiences across all areas of operation. Our engineers aim to stay on the cutting edge of video experiences and have released
over 100 new and enhanced features a year, on average for the last several years.
Our main research and development facility is located near Tel
Aviv, Israel, which we believe is a strategic advantage for us, allowing us to leverage a talented pool of engineers and product experts.
Technology & Operations
We believe our unique specialized Video Experience Cloud and
technology enable a high level of reliability, scalability, performance, and security. Our cloud platform was specifically designed to
address the entire lifecycle of video, addressing the need for intense computing resources for encoding, processing, synchronization,
and delivery, as well as a higher level of bandwidth and network utilization and performance. We have addressed this in our platform design
and development from the start. Our SaaS and PaaS offerings are deployed on AWS across several regions, including in Virginia, Oregon,
Canada, Ireland, Frankfurt, Singapore, and Australia. In each region we are deployed on several availability zones for improved availability
and resilience. We are also in the process of deploying our platform on Oracle Cloud Infrastructure, which we believe will further enhance
the resilience, reach and scale of our operations.
Our technology and platform are cloud agnostic, allowing us to
also offer private cloud, on-premise, and hybrid deployment options. While the great majority of our customers are deployed on our AWS
public cloud infrastructure, some customers are hosted on separate and dedicated AWS private cloud environments that are also managed
by us. Some customers have a hybrid cloud deployment, running our platform from the public cloud alongside a locally hosted Kaltura Enterprise
CDN service or with locally hosted content storage. We also cater to self-hosted on-premise customers that deploy the same Kaltura Video
Experience Cloud fully on their own infrastructure, and manage it for themselves.
Our cloud operation teams are responsible for maintaining and
upgrading our production environments, and for our system availability service-level agreements which vary from 99.9% to 99.995% (depending
on the service).
Our customer care teams are located around the world and operate
on a “follow-the-sun” model, providing 24/7 service and ensuring that issues with our products and platform are addressed
quickly, and according to our service level agreements.
Our Video Operations Center (“VOC”) is responsible
for monitoring our applications and services 24/7, responding to system alerts, and managing incidents.
13
Partner Ecosystem
We have built an ecosystem consisting of over 125 partners that
have integrated with our solutions, and extend our products and platform capabilities with creation, AI, transcripts, and delivery capabilities.
We make our partners’ solutions available to our customers through our marketplace, complete with a variety of plugins and out-of-the-box
integrations with our platform. This ecosystem further simplifies our customers’ workflows, enabling them to weave video capabilities
into non-video workflows and discover new technologies to further enhance their own offerings, ultimately increasing their satisfaction
and stickiness with our platform. It also allows us to test new experiences and components with our customers and determine which of the
partnerships or technologies are strategic to our business.
We also leverage a network of value-add resellers that add additional
services or integrations to our products, helping us drive the acquisition of new customers around the world, notably those in regions
in which we do not have significant presence.
We also maintain relationships with cloud partners, most notably
Amazon Web Services (“AWS”). We are an AWS Technology Partner and certified as an AWS competency partner in Education and
Digital Workspace, with validated qualifications in Public Sector. As a member of the AWS ISV Accelerate Program, we are able to co-sell
with the AWS sales organization to accelerate sales cycles and drive new business. Additionally, our offerings are available in the AWS
marketplace.
Human Capital Resources
As of December 31, 2021, we had 758 employees operating
across 34 countries on 5 continents.
We aim to provide our employees with a competitive salary and
benefits that will enable them to achieve a good quality of life and plan for the future. In addition to competitive base salaries and
cash compensation, we maintain equity incentive plans to attract, retain and reward personnel through share-based compensation awards.
We are committed to ensuring a culture of diversity and equality.
Our culture embraces our employees’ differences in age, race, gender and gender identity, sexual orientation and nationality.
Except for certain of our employees in Brazil, our employees
are not represented by a labor union in respect to their employment or covered by a collective bargaining agreement.
We have not experienced any work stoppages and largely
consider our relationship with our employees to be good and mutually beneficial.
Competition
We believe our technology positions us well to compete with other
video solution providers. Our key competitors vary based on market and industry.
| • |
Our main competitors for Media Services (including Kaltura
Video Content Management System) are Microsoft/Azure Media Services, Amazon/AWS Media Services, and Twilio |
| • |
Our main competitors for Video Sites are Microsoft and Vimeo |
| • |
Our main competitors for Webinars are Zoom and Cisco |
| • |
Our main competitors for Events are Cvent, Intrado and Hopin |
14
| • |
Our main competitor for Virtual Classroom is Adobe Connect |
| • |
Our main competitors for our Education Solutions (Kaltura LMS Video and Lecture Capture) are
Zoom, Microsoft, and Cisco |
| • |
Our main competitors for our Media & Telecom Solution are Synamedia (formerly under Cisco),
MediaKind (formerly under Ericsson), and Comcast Technology Solutions (part of Comcast) |
We believe the principal competitive factors in our markets include,
but are not limited to:
| • |
breadth and scale of products, solutions, and Media Services; |
| • |
ability to provide a cross-organization video platform with multiple interoperable video solutions; |
| • |
ability to support converging experiences across live, real time, and on-demand video; |
| • |
flexibility to build and support custom workflows using video technology; |
| • |
ease of customization and integration with other products; |
| • |
quality of service and customer satisfaction; |
| • |
flexibility of deployment options; |
| • |
ability to innovate quickly; |
| • |
data capabilities, including advanced analytics and AI; |
| • |
enterprise-grade reliability, security, and scalability; |
| • |
cost of implementation and ongoing use; |
| • |
brand recognition; and |
| • |
corporate culture. |
We believe that we compare favorably on the basis of the factors
listed above. However, many of our competitors have substantially greater financial, technical, and marketing resources; relationships
with large vendor partners; larger global presence; larger customer bases; longer operating histories; greater brand recognition; larger
and more mature intellectual property portfolios; and more established relationships in the industry than we do. Furthermore, new entrants
not currently considered to be competitors may enter the market through acquisitions, partnerships, or strategic relationships. See Part
I, Item 1A. “Risk Factors—Risks Related to Our Business and Industry—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.”
Intellectual Property
Intellectual property is an important aspect of our business
and we seek protection for our intellectual property rights as appropriate. To establish and protect our proprietary rights, we rely on
a combination of patent, copyright, trade secret and trademark laws, know-how and continuing innovation, and contractual restrictions
such as confidentiality agreements, licenses, and intellectual property assignment agreements.
15
As of December 31, 2021, we owned nine issued U.S. patents
and eleven non-U.S. patents and patent applications. The issued U.S. patents are expected to expire between 2028 and 2035.
We pursue the registration of our domain names, trademarks and
service marks in the United States and in certain locations outside the United States. To protect our brand, we file trademark registrations
in the United States and in some other jurisdictions. As of December 31, 2021, we owned five registered trademarks in the United
States and three registered trademarks in foreign jurisdictions, including the European Union and Brazil, that we consider material to
the marketing of our products, including the “Kaltura” name and logo.
We generally seek to enter into confidentiality agreements and
proprietary rights agreements with our employees and consultants and to control access to, and distribution of, our proprietary information.
However, we cannot guarantee that all applicable parties have executed such agreements. Such agreements can also be breached, and we may
not have adequate remedies for such breach.
Intellectual property laws, procedures, and restrictions provide
only limited protection, and any of our intellectual property rights may be challenged, invalidated, circumvented, infringed, misappropriated
or otherwise violated. Furthermore, the laws of certain countries do not protect intellectual property and proprietary rights to the same
extent as the laws of the United States, and we therefore may be unable to protect our proprietary technology in certain jurisdictions.
Moreover, our platform and many of our products and services incorporate software components licensed to the general public under open-source
software licenses. We obtain some components from software developed and released by contributors to independent open-source components
of our platform. Open-source licenses grant licensees broad permissions to use, copy, modify and redistribute certain components of our
platform. As a result, open-source development and licensing practices can limit the value of our proprietary software assets.
Despite our efforts to protect our proprietary rights, unauthorized
parties may attempt to copy or obtain and use our technology to develop products and services with the same functionality as our platform.
Policing unauthorized use of our technology is difficult. Our competitors could also independently develop technologies like ours, and
our intellectual property rights may not be broad enough for us to prevent competitors from selling products and services incorporating
those technologies. For more information regarding the risks relating to intellectual property, see Part I, Item 1A. “Risk Factors—Risks
Related to Information Technology, Intellectual Property and Data Privacy and Security.”
Seasonality
Historically, we have experienced seasonality in bookings and
collections from customers within the education market, with a pattern of higher sales and new academic customers in the second and third
quarters of the year as a result of school procurement periods, resulting in lower sequential sales and customer growth in other quarters
of the year. We also experience increased usage by these customers during periods when school is in session, leading to higher cost of
revenue during the first and fourth quarters of the year. Because the agreements for certain of our solutions do not limit usage or increase
pricing for usage in excess of a specified amount, these additional costs may not result in a corresponding increase in revenue.
The rapid growth we have experienced in recent years may have
masked the full effects of these seasonal factors on our business to date, and as such, these factors may have a greater effect on our
results of operations in future periods.
16
Additional Information
Kaltura, Inc. was incorporated as a Delaware corporation in October
2006. We completed our initial public offering of our common stock in July 2021.
Our website is www.kaltura.com. At our Investor Relations website,
investors.kaltura.com, we make available free of charge a variety of information for investors, including our annual report on Form 10-K,
quarterly reports on Form 10-Q, current reports on Form 8-K and any amendments to those reports, as soon as reasonably practicable after
we electronically file that material with or furnish it to the SEC. The information found on our website is not part of this or any other
report we file with, or furnish to, the SEC.
Item 1A. Risk Factors.
Our business involves a high degree of risk. You should carefully
consider the risks and uncertainties described below, together with all of the other information in this Annual Report on Form 10-K. The
occurrence of any of the events described below could harm our business, operating results, financial condition, liquidity, or prospects.
In any such event, the market price of our common stock could decline, and you may lose all or part of your investment. Additional risks
and uncertainties not presently known to us, or that we currently deem immaterial, may also impair our business. See “Forward-Looking
Statements.”
Risks Related to Our Business and Industry
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.
We have experienced rapid growth and increased demand for our offerings
in recent periods, including in response to the COVID-19 pandemic, and we plan to make continued investments in the growth and expansion
of our business and customer base. The growth and expansion of our business places a continuous and significant strain on our management,
operational, financial, and other resources. In addition, as customers adopt our offerings for an increasing number of use cases, we have
had to support more complex commercial relationships. In order to manage our growth effectively, we must continue to improve and expand
our information technology and financial infrastructure, our security and compliance requirements, our operating and administrative systems,
our customer service and support capabilities, our relationships with various partners and other third parties, and our ability to manage
headcount and processes in an efficient manner.
We may not be able to sustain the pace of improvements to our
platform, products and solutions, or the development and introduction of new offerings, successfully, or implement systems, processes,
and controls in an efficient or timely manner or in a manner that does not negatively affect our results of operations. Our failure to
improve our systems, processes, and controls, or their failure to operate in the intended manner, may result in our inability to manage
the growth of our business and to forecast our revenue, expenses, and earnings accurately, or to prevent losses.
As we continue to expand our business and operate as a public
company, we may find it difficult to maintain our corporate culture while managing our employee growth. Any failure to manage our anticipated
growth and related organizational changes in a manner that preserves our culture could negatively impact future growth and achievement
of our business objectives. Additionally, our productivity and the quality of our offerings may be adversely affected if we do not integrate
and train our new employees quickly and effectively. These challenges have been, and likely will continue to be, heightened due to the
ongoing pandemic related to COVID-19 and its variants and the related stay-at-home, travel and other restrictions instituted by governments
around the world. Failure to manage our growth to date and any future growth effectively could result in increased costs, negatively affect
customer satisfaction, and adversely affect our business, financial condition, results of operations, and growth prospects.
17
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.
Our total revenue for the years ended December 31, 2021 and 2020
was $165.0 million and $120.4 million, respectively, representing an annual growth rate of 37%. You should not rely on the revenue
growth of any prior period as an indication of our future performance. As we operate in new and rapidly changing markets, widespread adoption
and use of our platform, products and solutions is critical to our future growth and success. We believe our revenue growth will depend
on a number of factors, including, among other things, our ability to:
| • |
attract new customers and maintain our relationships with, and increase revenue from, our existing customers; |
| • |
provide excellent customer and end user experiences; |
| • |
maintain the security and reliability of our platform, products and solutions; |
| • |
introduce and grow adoption of our offerings in new markets outside the United States; |
| • |
hire, integrate, train and retain skilled personnel; |
| • |
adequately expand our sales force and distribution channels; |
| • |
continually enhance and improve our platform, products and solutions, including the features, integrations and capabilities we offer,
and develop or otherwise introduce new products and solutions; |
| • |
obtain, maintain, protect and enforce intellectual property protection for our platform and technologies; |
| • |
expand into new technologies, industries and use cases; |
| • |
expand and maintain our partner ecosystem; |
| • |
comply with existing and new applicable laws and regulations, including those related to data privacy and security; |
| • |
price our offerings effectively and determine appropriate contract terms; |
| • |
determine the most appropriate investments for our limited resources; |
| • |
successfully compete against established companies and new market entrants; and |
| • |
increase awareness of our brand on a global basis. |
If we are unable to accomplish any of these objectives, our revenue
growth will be impaired, and even if our revenue continues to increase, we expect that our revenue growth rate will decline in future
periods. Many factors may contribute to declines in our growth rate, including greater market penetration, increased competition, slowing
demand for our offerings, a failure by us to continue capitalizing on growth opportunities, the maturation of our business, and global
economic downturns, among others. Additionally, it is difficult to estimate the extent to which our recent growth has benefited from the
effects of the COVID-19 pandemic, which increased demand from new and existing customers across all of our offerings beginning in the
second quarter of 2020 and contributed to an acceleration in our revenue growth when compared to prior periods. While market demand for
our offerings was growing at a robust rate prior to the pandemic, we are unable to predict the duration, degree, or volatility of our
recent or any future growth with any degree of certainty. If our growth rate declines as a result of this or any of the other factors
described above, investors’ perceptions of our business and the market price of our common stock could be adversely affected.
In addition, our rapid growth may make it difficult to evaluate
our current business and future prospects. Our ability to forecast our future results of operations is subject to a number of uncertainties,
including our ability to effectively plan for and model future growth. We have encountered in the past, and may encounter in the future,
risks and uncertainties frequently experienced by growing companies in rapidly changing industries that may prevent us from achieving
the objectives outlined above. If we fail to achieve the necessary level of efficiency in our organization as it grows, or if we are not
able to accurately forecast future growth, our business would be adversely affected. Moreover, if the assumptions that we use to plan
our business are incorrect or change in reaction to changes in our market, or if we are unable to maintain consistent revenue or revenue
growth, the market price of our common stock could be volatile, and it may be difficult to achieve and maintain profitability.
18
We have a history of losses and may not be
able to achieve or maintain profitability.
We have incurred losses in each year since our incorporation
in 2006, including net losses of $59.4 million, $58.8 million, and $15.6 million in the years ended December 31, 2021, 2020
and 2019, respectively. As a result, we had an accumulated deficit of $(322.6) million as of December 31, 2021. We intend to continue
to expend substantial financial and other resources on, among other things:
| • |
growing our base of field sales representatives and customer success managers, introducing inside sales and self-serve offerings
and distribution channels, and expanding our customer base; |
| • |
extending our product leadership by investing in our Webinars and Events products, as well as our TV Solution and other recently
introduced offerings, as well as by developing new products, expanding our platform into additional industries and enhancing our Media
Services offerings with additional core capabilities and technologies; |
| • |
increasing sales within our existing customer base through increased usage of our platform and the cross-selling of additional products
and solutions; |
| • |
augmenting our current offerings by increasing the breadth of our technology partnerships and exploring potential transactions that
may enhance our capabilities or increase the scope of our technology footprint; |
| • |
continuing to grow our international operations; and |
| • |
general administration, including legal, accounting, and other expenses related to our transition to being a new public company.
|
These efforts may prove more expensive than we currently anticipate,
and we may not succeed in increasing our revenue sufficiently, or at all, to offset these higher expenses. In addition, to the extent
we are successful in increasing our customer base, we may also incur increased losses because the costs associated with acquiring customers
are generally incurred up front, while the subscription revenue is generally recognized ratably over the subscription term. This will
be particularly true as we acquire new customers for our Events product and TV Solution, which entail significant non-recurring up-front
costs as compared to our other offerings, and because we expect to significantly increase our sales and marketing spend in anticipation
of future revenue growth. If our revenue does not increase to offset the expected increases in our operating expenses, we will not achieve
profitability in future periods and our net losses may increase. Revenue growth may slow or revenue may decline for a number of possible
reasons, many of which are beyond our control, including slowing demand for our platform, products or solutions, increasing competition,
or any of the other factors discussed in this Risk Factors section. Any failure to increase our revenue as we grow our business could
prevent us from achieving profitability at all or on a consistent basis, which would cause our business, financial condition, and results
of operations to suffer and the market price of our common stock to decline.
The ongoing COVID-19 outbreak could adversely
affect our business, financial condition, and results of operations.
In December 2019, an outbreak of a novel coronavirus disease
(“COVID-19”) was first identified and began to spread across the globe and, in March 2020, the World Health Organization declared
it a pandemic. This contagious disease has spread across the globe and is impacting economic activity and financial markets worldwide,
including countries in which our end users and customers are located, as well as the United States and Israel where we have business operations.
As a result of the COVID-19 pandemic, government authorities around the world have ordered schools and businesses to close, imposed restrictions
on non-essential activities and required people to remain at home while imposing significant restrictions on traveling and social gatherings.
19
In light of the uncertain and rapidly evolving situation relating
to the spread of COVID-19, as well as government mandates, we took precautionary measures intended to minimize the risk of the virus to
our employees, our customers, our partners and the communities in which we operate, which could negatively impact our business. In the
first quarter of 2020, we temporarily closed all of our offices and enabled our entire work force to work remotely. We also suspended
all travel worldwide for our employees for non-essential business. In the second quarter of 2020, we reopened selected offices, however
most of our employees continued to work remotely, a majority of whom continue to do so as of the date of this Annual Report on Form 10-K.
These changes could extend into future quarters.
While the pandemic related to COVID-19 and its variants has not
had a material adverse impact on our operations through the date of this Annual Report on Form 10-K, the impact of COVID-19 and its variants
on our ability to attract, serve, retain, or upsell customers is inherently uncertain and depends on the duration, severity and potential
resurgence of the outbreak and its impact on end users, customers, and the macroeconomic environment as a whole. Prior to the COVID-19
pandemic, our employees traveled frequently to establish and maintain relationships with one another, as well as our customers, partners,
and investors. Although we continue to monitor the situation and may adjust our current policies as more information and public health
guidance become available, continued limitations on travel and doing business in person may negatively affect our customer success efforts,
sales and marketing efforts, challenge our ability to enter into customer contracts in a timely manner, slow down our recruiting efforts,
or create operational or other challenges, any of which could adversely affect our business, financial condition and results of operations.
In addition, as a result of the increase in usage we experienced
as a result of the pandemic, in the third quarter of 2020, we accelerated our existing plans to move from our own data centers to public
cloud infrastructure in order to provide required stability, reliability, scalability and elasticity. Though we do not believe our transition
to and reliance on public cloud infrastructure will materially increase our cost of revenue over the long-term, our cost of revenue did
increase in the third and fourth quarters of 2020, and we incurred additional costs related to this transition in 2021 as we continued
the process of scaling our network infrastructure. Our gross margin and results of operations have also been impacted by, and may continue
to be impacted by, the increased usage of certain of our offerings, primarily in the education market, for which the terms of our customer
agreements do not limit customer usage or increase pricing for usage above a certain amount. In addition, in connection with our transition
to public cloud infrastructure, we recorded a one-time expense during the third quarter of 2020 related to the abandonment of data center
equipment. We also experienced an initial period of unstable service during the first few months of this transition, causing us
to fall below the service-level commitments in our customer agreements, which could negatively impact customer renewals and, as a result,
our Net Dollar Retention Rate, in future periods.
Furthermore, the pandemic related to COVID-19 and its variants
has disrupted and may continue to disrupt the operations of our customers and technology partners for an indefinite period of time, including
as a result of travel restrictions and/or business shutdowns, all of which could negatively impact our business, financial condition,
and results of operations. More generally, the COVID-19 outbreak has adversely affected economies and financial markets globally, leading
to an economic downturn, which could decrease technology spending and adversely affect demand for our offerings and harm our business,
financial condition, and results of operations. Existing and potential customers may choose to reduce or delay technology investments
in response to the pandemic related to COVID-19 and its variants, or attempt to renegotiate contracts and obtain concessions, which may
materially and negatively impact our operating results, financial condition and prospects. The pandemic related to COVID-19 and
its variants has also resulted in, and may continue to result in, significant disruption of global financial markets, reducing our ability
to access capital, which could in the future negatively affect our liquidity. It is also possible that continued widespread remote work
arrangements may have a negative impact on our operations, the execution of our business plans, the productivity and availability of key
personnel and other employees necessary to conduct our business, and on third-party service providers who perform critical services for
us, or otherwise cause operational failures due to changes in our normal business practices necessitated by the outbreak and related governmental
actions. If a natural disaster, power outage, connectivity issue, or other event occurred that impacted our employees’ ability to
work remotely, it may be difficult or, in certain cases, impossible, for us to continue our business for a substantial period of time.
The increase in remote working may also result in privacy, data protection, data security, and fraud risks, and our understanding of applicable
legal and regulatory requirements, as well as the latest guidance from regulatory authorities in connection with the pandemic related
to COVID-19 and its variants, may be subject to legal or regulatory challenge, particularly as regulatory guidance evolves in response
to future developments.
20
It is not possible at this time to estimate the long-term impact
that COVID-19 and its variants could have on our business, financial condition and results of operations as the impact will depend on
future developments, which are highly uncertain and cannot be predicted, including, but not limited to, the duration and spread of the
outbreak, its severity, the actions to contain the virus or treat its impact, and how quickly and to what extent normal economic and operating
conditions can resume. Even after the outbreak of COVID-19 and its variants has subsided, we may experience materially adverse impacts
to our business as a result of its global economic impact, including any recession that has occurred or may occur in the future.
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 markets in which we operate are relatively new and rapidly
evolving. Accordingly, it is difficult to predict customer adoption, renewals and demand, the entry of new competitive products, the success
of existing competitive products, and the future growth rate, expansion, longevity, and size of the markets for our platform, products,
and solutions. The expansion of these new and evolving markets depends on a number of factors, including the cost, performance, and perceived
value associated with the technologies that we and others in our industry develop. If we or other companies in our industry experience
security incidents, loss of customer data, or disruptions in delivery or service, the market for these applications as a whole, including
the demand for our offerings, may be negatively affected. If video products and solutions such as ours do not continue to achieve market
acceptance, or there is a reduction in demand caused by decreased customer acceptance, technological challenges, weakening economic conditions,
privacy, data protection and data security concerns, governmental regulation, competing technologies and products, or decreases in information
technology spending or otherwise, the market for our offerings might not continue to develop or might develop more slowly than we expect,
which could adversely affect our business, financial condition, results of operations and growth prospects. Similarly, we do not know
whether recent trends, such as the increased utilization of cloud-based live and real-time video experiences as an alternative to in-person
experiences, which has accelerated during the COVID-19 pandemic, will continue in the future.
Our results of operations are likely to fluctuate
from quarter to quarter and year to year, which could adversely affect the trading price of our common stock.
Our results of operations, including our revenue, cost of revenue,
gross margin, operating expenses, cash flow, and deferred revenue, have fluctuated from quarter to quarter and year to year in the past
and may continue to vary significantly in the future so that period-to-period comparisons of our results of operations may not be meaningful.
Accordingly, our financial results in any one quarter should not be relied upon as indicative of future performance. Our quarterly financial
results may fluctuate as a result of a variety of factors, many of which are outside of our control, may be difficult to predict, and
may not fully reflect the underlying performance of our business. Factors that may cause fluctuations in our quarterly financial results
include:
| • |
our ability to attract new customers and increase revenue from our existing customers; |
| • |
the loss of existing customers; |
| • |
subscription renewals, and the timing and terms of such renewals; |
| • |
fluctuations in customer usage from period to period, including as a result of seasonality in our customers’ underlying businesses,
which create variability in our cost of revenue; |
| • |
customer satisfaction with our products, solutions, platform capabilities and customer support; |
| • |
mergers and acquisitions or other factors resulting in the consolidation of our customer base; |
21
| • |
mix of our revenue; |
| • |
our ability to gain new partners and retain existing partners; |
| • |
fluctuations in stock-based compensation expense; |
| • |
decisions by potential customers to purchase competing offerings or develop in-house technologies and solutions as alternatives to
our offerings; |
| • |
changes in the spending patterns of our customers; |
| • |
the amount and timing of operating expenses related to the maintenance and expansion of our business and operations, including investments
in research and development, sales and marketing, and general and administrative resources; |
| • |
our increasing reliance on public cloud infrastructure, which will result in higher variable costs compared to our own data centers;
|
| • |
network outages; |
| • |
developments or disputes concerning our intellectual property or proprietary rights, our platform, products or solutions, or third-party
intellectual property or proprietary rights; |
| • |
negative publicity about our company, our offerings or our partners, including as a result of actual or perceived breaches of, or
failures relating to, privacy, data protection or data security; |
| • |
the timing of expenses related to the development or acquisition of technologies or businesses and potential future charges for impairment
of goodwill from acquired companies; |
| • |
general economic, industry, and market conditions; |
| • |
the impact of the ongoing pandemic related to COVID-19 and its variants, or any other pandemic, epidemic, outbreak of infectious
disease or other global health crises on our business, the businesses of our customers and partners and general economic conditions;
|
| • |
the impact of political uncertainty or unrest; |
| • |
changes in our pricing policies or those of our competitors; |
| • |
fluctuations in the growth rate of the markets that our offerings address; |
| • |
seasonality in the underlying businesses of our customers, including budgeting cycles, purchasing practices and usage patterns;
|
| • |
the business strengths or weakness of our customers; |
| • |
our ability to collect timely on invoices or receivables; |
| • |
the cost and potential outcomes of future litigation or other disputes; |
| • |
future accounting pronouncements or changes in our accounting policies; |
| • |
our overall effective tax rate, including impacts caused by any reorganization in our corporate tax structure and any new legislation
or regulatory developments; |
| • |
our ability to successfully expand our business in the United States and internationally; |
| • |
fluctuations in the mix of on-premise and SaaS/PaaS deployments; |
22
| • |
fluctuations in foreign currency exchange rates; and |
| • |
the timing and success of new products and solutions introduced by us or our competitors, or any other change in the competitive
dynamics of our industry, including consolidation among competitors, customers or partners. |
In particular, our cost of revenue is generally higher in periods
during which we acquire new customers for our Events product, which can entail significantly higher up-front costs compared to our other
offerings. Historically, we have also experienced seasonality in bookings and collections from customers within the education market,
with a pattern of higher sales and new academic customers in the second and third quarters of the year as a result of school procurement
periods, resulting in lower sequential sales and customer growth in other quarters of the year. We also experience increased usage by
these customers during periods when school is in session, leading to higher cost of revenue during the first and fourth quarters of the
year. Because the agreements for certain of our solutions do not limit usage or increase pricing for usage in excess of a specified amount,
these additional costs may not result in a corresponding increase in revenue.
In addition, beginning in the second quarter of 2020 and continuing
through the second quarter of 2021, we experienced a significant increase in the usage of our offerings due to the COVID-19 pandemic.
As a result of this usage and increased demand from our customers, we have incurred and expect to continue to incur significant costs
associated with upgrading our infrastructure and expanding our capacity. In addition, operating on public cloud infrastructure has increased
our variable costs, which may lead to higher overall costs, particularly in the near term as our usage scales.
The impact of one or more of the foregoing or other factors may
cause our results of operations to vary significantly. Such fluctuations make forecasting more difficult and could cause us to fail to
meet the expectations of investors and securities analysts, which could cause the trading price of our common stock to fall substantially,
resulting in the loss of all or part of your investment, and subject us to costly lawsuits, including securities class action suits. Additionally,
the rapid growth we have experienced in recent years may have masked the full effects of seasonal factors on our business to date, and
as such, these factors may have a greater effect on our results of operations in future periods.
We have identified a material weakness in our
internal control over financial reporting which, if not remediated, could cause us to fail to timely and accurately report our financial
results and result in restatements of our consolidated financial statements. As a consequence, stockholders could lose confidence in our
financial reporting and our stock price could suffer.
We are a public reporting company subject to the rules and regulations
established from time to time by the SEC and the Nasdaq Stock Market LLC (“Nasdaq”). These rules and regulations require,
among other things, that we establish and periodically evaluate procedures with respect to our internal control over financial reporting.
Reporting obligations as a public company are likely to place a considerable strain on our financial and management systems, processes
and controls, as well as on our personnel.
In addition, as a public company, we are required to document
and test our internal control over financial reporting pursuant to Section 404 of the Sarbanes-Oxley Act so that our management can certify
as to the effectiveness of our internal control over financial reporting. Though we will be required to disclose changes made to our internal
controls and procedures on a quarterly basis, we will not be required to make our first annual assessment of our internal control over
financial reporting pursuant to Section 404 until the year following our first annual report required to be filed with the SEC. Furthermore,
as an emerging growth company, our independent registered public accounting firm will not be required to formally attest to the effectiveness
of our internal control over financial reporting pursuant to Section 404 until the later of our second annual report required to be filed
with the SEC and our annual report for any fiscal year following such date that we are no longer an emerging growth company. This assessment
will need to include disclosure of any material weaknesses identified in our internal control over financial reporting. A material weakness
is a deficiency, or combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility
that a material misstatement of a company’s annual and interim financial statements will not be detected or prevented on a timely
basis.
23
In connection with the preparation of the consolidated financial
statements included in in our final prospectus dated July 20, 2021, filed with the Securities and Exchange Commission (“SEC”)
in accordance with Rule 424(b) of the Securities Act on July 22, 2021 (the “Prospectus”) in connection with our initial public
offering (“IPO”), we concluded that there was a material weakness in our internal control over financial reporting. In particular,
we concluded that we did not have effective controls over the estimation of fair value in connection with stock-based compensation expenses
and re-measurement of liabilities in connection with warrants to purchase preferred and common stock. As a result, we restated our
consolidated financial statements. For additional details, see Note 20 to our consolidated financial statements included in the Prospectus.
Our management and independent registered public accounting firm
did not perform an evaluation of our internal control over financial reporting during any period in accordance with the provisions of
Sarbanes-Oxley Act. Had we performed an evaluation and had our independent registered public accounting firm performed an audit of our
internal control over financial reporting in accordance with the provisions of Sarbanes-Oxley Act, additional material weaknesses may
have been identified. We are in the very early stages of the costly and challenging process of compiling the system and processing documentation
necessary to perform the evaluation needed to comply with Section 404(a) of Sarbanes-Oxley Act and we are taking steps to remediate the
material weakness.
Although we are in the process of remediating this material weakness,
we have not yet been able to complete our remediation efforts. It will take additional time and expenditures to design, implement, and
test the controls and procedures required to enable our management to conclude that our internal control over financial reporting is effective.
We cannot at this time estimate how long it will take to complete our remediation efforts, and we cannot assure you that measures we plan
to take will be effective in mitigating or preventing significant deficiencies or material weaknesses in our internal control over financial
reporting in the future. Any failure to maintain effective internal control over financial reporting could severely inhibit our
ability to accurately report our financial condition or results of operations.
If we fail to remediate this material weakness or identify new
material weaknesses by the time we have to issue our first Section 404(a) assessment on the effectiveness of our internal control over
financial reporting, we will not be able to conclude that our internal control over financial reporting is effective, which may cause
investors to lose confidence in our financial statements, and the trading price of our common stock may decline. If we fail to remedy
any material weakness, our financial statements may be inaccurate, we could be subject to litigation from investors and stockholders,
we could be subject to sanctions or investigations by the SEC, Nasdaq or other regulatory authorities, our access to the capital markets
may be restricted and the trading price of our common stock may suffer.
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.
Our future success is dependent on our ability to establish and
maintain successful relationships with a diverse set of customers. We currently derive a significant portion of our revenue from a limited
number of customers. Our top ten customers in the aggregate accounted for approximately 31.0%, 29.4% and 27.0% of our revenue for the
years ended December 31, 2021, 2020 and 2019, respectively. For the years ended December 31, 2020, and 2019, Vodafone accounted for
approximately 11.6% and 12.0% of our revenue, respectively. Although in the year ended December 31, 2021 no individual customer accounted
for more than 10% out of our total revenue, both Vodafone and Amazon continued to contribute a significant portion of our overall revenue
during the period. While the identity of the customers may vary from period to period, it is likely that we will continue to derive a
significant portion of our revenue from a limited number of customers in the future and, in some cases, the portion of our revenue attributable
to individual customers may increase. The loss of one or more significant customers or a reduction in the amount of revenue we derive
from any such customer could significantly and adversely affect our business, financial condition, and results of operations. Customers
may choose not to renew their subscriptions or may otherwise reduce the breadth of the offerings to which they subscribe for any number
of reasons. See “—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 are also subject
to the risk that any such customer will experience financial difficulties that prevent them from making payments to us on a timely basis
or at all.
24
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.
The markets in which we compete are characterized by rapid technological
change, frequent introductions of new products, services, features and capabilities, and evolving industry standards and regulatory requirements.
Our ability to grow our customer base and increase our revenue will depend in significant part on our ability to develop or otherwise
introduce new products and solutions; develop or otherwise introduce new features, integrations, capabilities, and other enhancements
to our existing offerings on a timely basis; and interoperate across an increasing range of devices, operating systems, and third-party
applications. The success of any new products or solutions, or enhancements to our existing offerings, will depend on a number of factors
including, but not limited to, the timeliness and effectiveness of our research and product development activities and go-to-market strategy,
our ability to anticipate customer needs and achieve market acceptance, our ability to manage the risks associated with new product releases,
the effective management of development and other spending in connection with the product development process, and the availability of
other newly developed products and technologies by our competitors.
In addition, in connection with our product development efforts,
we may introduce significant changes to our existing products or solutions, or develop or otherwise introduce new and unproven products
or solutions, including technologies with which we have little or no prior development or operating experience. These new products, solutions
and updates may not perform as expected, may fail to engage our customer base or other end users of our products, or may otherwise create
a lag in adoption of such new products. New products may initially suffer from performance and quality issues that may negatively impact
our ability to market and sell such products to new and existing customers. We have in the past experienced bugs, errors, or other defects
or deficiencies in new products and product updates and delays in releasing new products, deployment options, and product enhancements
and may have similar experiences in the future. As a result, some of our customers may either defer purchasing our offerings until the
next upgrade is released or switch to a competitor if we are not able to keep up with technological developments. To keep pace with technological
and competitive developments we have in the past invested, and may in the future invest, in the acquisition of complementary businesses,
technologies, services, products, and other assets that expand our offerings. We may make these investments without being certain that
they will result in products or enhancements that will be accepted by existing or prospective customers or that will achieve market acceptance.
The short- and long-term impact of any major change to our offerings, or the introduction of new products or solutions, is particularly
difficult to predict. If new or enhanced offerings fail to engage our customer base or other end users of our products, or do not perform
as expected, we may fail to generate sufficient revenue, operating margin, or other value to justify our investments in such products,
any of which may adversely affect our reputation and negatively affect our business in the short-term, long-term, or both. If we are unable
to successfully enhance our existing offerings to meet evolving customer requirements, increase adoption and use cases of our offerings,
develop, or otherwise introduce new products and solutions and quickly resolve security vulnerabilities or other errors or defects, or
if our efforts in any of these areas are more expensive than we expect, our business, financial condition, and results of operations would
be adversely affected.
If we do not maintain the interoperability
of our offerings across devices, operating systems, and third-party applications that we do not control, and if we are not able to maintain
and expand our relationships with third-party technology partners to integrate our offerings with their products and solutions, our business,
financial condition, and results of operations may be adversely affected.
Our success depends in part on our ability to integrate our platform,
products, and solutions with a variety of network, hardware, and software platforms, and we need to continuously modify and enhance our
offerings to adapt to changes in hardware, software, networking, browser and database technologies. Several of our competitors own, develop,
operate, or distribute operating systems, application stores, cloud hosting services and other software applications, and/or have material
business relationships with companies that own, develop, operate, or distribute operating systems, application stores, cloud hosting services
and other software that our offerings rely on to operate. Moreover, some of these competitors have inherent advantages developing products
and services that more tightly integrate with their software and hardware platforms or those of their business partners.
25
Third-party products and services are constantly evolving, and
we may not be able to modify our offerings to ensure their compatibility with those of other third parties following development changes.
In addition, some of our competitors may be able to disrupt the operations or compatibility of our offerings with their products or services,
or exert strong business influence on our ability to, and terms on which we, operate and distribute our offerings. For example, certain
of our offerings directly compete with several large technology companies that we rely on to ensure the interoperability of our offerings
with their products or services. As our respective products evolve, we expect this level of competition to increase. Should any of our
competitors modify their products or standards in a manner that degrades the functionality of our offerings or gives preferential treatment
to competitive products or services, whether to enhance their competitive position or for any other reason, we may not be able to offer
the functionality that our customers need, which would negatively impact our ability to generate revenue and adversely affect our business.
Furthermore, any losses or shifts in the market position of the providers of these third-party products and services could require us
to identify and develop integrations with new third-party technologies. Such changes could consume substantial resources and may not be
effective. Any expansion into new geographies may also require us to integrate our offerings with new third-party technologies, products
and services and invest in developing new relationships with these providers. If we are unable to respond to changes in a cost-effective
manner, our offerings may become less marketable, less competitive, or obsolete, and our business, financial condition and results of
operations may be negatively impacted.
In addition, a significant percentage of our customers choose
to integrate our platform, products, and solutions with certain capabilities of third-party publishers and software providers using application
programming interfaces, or APIs. The functionality and popularity of our platform, products and solutions depends, in part, on their ability
to integrate with a wide variety of third-party applications and software. Third-party providers of applications may change the features
of their applications and software, restrict our access to their applications and software or alter the terms governing use of their applications
and access to those applications and software in an adverse manner. Such changes could functionally limit or eliminate our ability to
use these third-party applications and software in conjunction with our offerings, which could negatively impact customer demand, our
competitive position and adversely affect our business.
Further, we have created mobile applications and mobile versions
of our offerings to respond to the increasing number of people who access the internet and cloud-based software applications through mobile
devices, including smartphones and handheld tablets or laptop computers. If these mobile applications do not perform well, our business
may suffer. We are also dependent on third-party application stores that may prevent us from timely updating our offerings, building new
features, integrations, capabilities, or other enhancements, or charging for access. Certain of these companies are now, or may in the
future become, competitors of ours, and could stop allowing or supporting access to our offerings, could allow access for us only at an
unsustainable cost, or could make changes to the terms of access in order to make our offerings less desirable or harder to access, for
competitive reasons, which would also have a negative impact on our business.
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.
We make a version of our Media Services, Kaltura Community Edition
(“Kaltura CE”), available to the public at no charge under an open source license, the Affero General Public License version
3.0 (“AGPL”). Although Kaltura CE does not include many widely used Kaltura applications, it can be used on a self-hosted
basis as a standalone video platform. The AGPL grants licensees broad freedom to view, use, copy, modify and redistribute the source code
of Kaltura CE. Anyone can download a free copy of this version of our platform from the internet, and we neither know who all of our AGPL
licensees are, nor have visibility into how Kaltura CE is being used by licensees, so our ability to detect violations of the open source
license is extremely limited. Additionally, even if we become aware of any violations, open source licenses, including the AGPL, have
not been widely interpreted by courts, leading to uncertainty surrounding any ability to enforce such licenses.
26
The AGPL is a “copyleft” license, requiring that
any redistribution by licensees of Kaltura CE, or any modifications or adaptations to Kaltura CE, be made pursuant to the AGPL as well.
This leads some commercial enterprises to consider AGPL-licensed software to be unsuitable for commercial use. However, the AGPL would
not prevent a commercial licensee from taking this open source version of our platform under AGPL and using it for internal purposes for
free. AGPL also would not prevent a commercial licensee from taking this open source version of our platform under AGPL and using it to
compete in our markets by providing it to others for free.
This competition can develop without the degree of overhead and
lead time required by traditional proprietary software companies, due to the permissions allowed under AGPL. It is also possible for competitors
to develop their own software based on Kaltura CE. Although this software would also need to be made available for free under the AGPL,
it could reduce the demand for and put pricing pressure on our offerings. We cannot guarantee that we will be able to compete successfully
against current and future competitors, some of which may have greater resources than we have, or that competitive pressure or the availability
of new open source software will not result in price reductions, reduced operating margins, and loss of market share. Any of the foregoing
could harm our business, financial condition, results of operations and cash flows.
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.
Our Video Experience Cloud consists of our Media Services offerings
and multiple products and solutions, and we compete in each product or solution category as well as on the platform level as a whole.
The market for our offerings is highly fragmented, quickly evolving, and subject to rapid changes in technology. We believe that our ability
to compete successfully depends upon many factors both within and beyond our control, including the following:
| • |
breadth and scale of products, solutions and Media Services; |
| • |
ability to provide a cross-organization video platform with multiple interoperable video solutions; |
| • |
ability to support converging experiences across live, real-time and on-demand video; |
| • |
flexibility to build and support custom workflows using video technology; |
| • |
ease of customization and integration with other products; |
| • |
quality of service and customer satisfaction; |
| • |
flexibility of deployment options; |
| • |
ability to innovate quickly; |
| • |
data capabilities, including advanced analytics and AI; |
| • |
enterprise-grade reliability, security and scalability; |
| • |
cost of implementation and ongoing use; |
| • |
brand recognition; and |
| • |
corporate culture. |
27
Our key competitors vary based on market and industry, and include:
| • |
Microsoft/Azure Media Services, Amazon/AWS Media Services and Twilio for our Media Services; |
| • |
Microsoft and Vimeo for Video Sites; |
| • |
Zoom and Cisco for Webinars; |
| • |
Intrado, Cvent and Hopin for Events; |
| • |
Adobe Connect for Virtual Classroom; |
| • |
Zoom, Microsoft and Cisco for our education solutions; and |
| • |
Synamedia (formerly under Cisco), MediaKind (formerly under Ericsson) and Comcast Technology Solutions for our Media & Telecom
Solution. |
Additionally, we compete with home-grown, start-up, and open
source technologies across the categories described above. With the rise in travel restrictions and shelter-in-place policies resulting
from the COVID-19 pandemic, as well as the passage of time, the introduction of new technologies and the entrance of new market participants,
competition has intensified, and we expect it to continue to intensify in the future. Established companies are also developing their
own video platforms, products, and solutions within their own core product lines, and may continue to do so in the future. Established
companies may also acquire or establish product integration, distribution, or other cooperative relationships with our current competitors.
New competitors or alliances among competitors may emerge from time to time and rapidly acquire significant market share due to various
factors such as their greater brand name recognition, larger existing user or customer base, consumer preferences for their offerings,
a larger or more effective sales organization and greater financial, technical, marketing, and other resources and experience. Furthermore,
with the recent increase in large merger and acquisition transactions in the technology industry, particularly transactions involving
cloud-based technologies, there is a greater likelihood that we will compete with other larger technology companies in the future. Companies
resulting from these potential consolidations may create more compelling product offerings and be able to offer more attractive pricing
options, making it more difficult for us to compete effectively.
Many of our competitors have, and some of our potential competitors
may have, greater financial, technical, and other resources, longer operating histories, greater brand recognition, larger sales forces
and marketing budgets, broader distribution networks, more diverse product and services offerings, larger and more mature intellectual
property portfolios, more established relationships in the industry and with customers, lower cost structures and greater customer experience
resources. These competitors may be able to respond more quickly and effectively than we can to new or changing opportunities, technologies,
standards, and customer requirements. They may be able to leverage these resources to gain business in a manner that discourages customers
from purchasing our offerings, including through selling at zero or negative margins, product bundling, forced product migrations, auto-installation
of applications, or closed technology platforms. Potential customers may also prefer to purchase from companies with which they have an
existing relationship rather than a new supplier, regardless of product performance or features. Furthermore, we expect that our industry
will continue to attract new companies, including smaller emerging companies, which could introduce new offerings. We may also expand
into new markets and encounter additional competitors in such markets. These competitive pressures in the markets in which we operate,
or our failure to compete effectively, may result in price reductions, fewer customers, reduced revenue, gross profit and gross margins,
increased net losses and loss of market share. Any failure to effectively address these factors could significantly and adversely affect
our business, financial condition, and results of operations.
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.
Our success depends on our ability to sell our subscriptions
to new customers and to expand within our existing customer base by selling subscriptions for additional offerings to our existing customers
and expanding the value of existing customers’ subscriptions, and to do so in a cost-effective manner. Our ability to sell new subscriptions
and expand the number and value of existing subscriptions depends on a number of factors, including the prices of our offerings and their
functionality, the prices of products offered by our competitors, and the budgets of our customers. We serve customer needs with multiple
tiers of subscriptions that differ based on product depth and functionality. We also offer an initial trial period for certain of our
offerings. To the extent prospective customers utilize this trial period without becoming, or lead others not to become, paying customers,
our expenses may increase as a result of associated hosting costs, and our ability to grow our business may be adversely affected. We
also offer an open source version of our Media Services called Kaltura CE. Our open source version is intended to increase the visibility
and familiarity of our platform among the developer communities. We invest in developers and developer communities through multiple channels,
including the introduction of new open source projects. There is no guarantee that such events will translate into new customers, or that
open source users will convert to paying subscribers.
28
In addition, a significant aspect of our sales and marketing
focus is to expand deployments within existing customers. The rate at which our customers purchase subscriptions for additional offerings
and expand the value of their existing subscriptions depends on a number of factors, including, among other things, customers’ level
of satisfaction with our offerings and customer support, the nature and size of the deployments, the desire to address additional use
cases, and the availability of, and customers’ awareness of and perceived need for, additional features, integrations, capabilities
or other enhancements, as well as general economic conditions. If our customers do not recognize the potential of our offerings, our business
would be materially and 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 expect to derive a significant portion of our revenue from
renewals of existing subscriptions. Our customers have no contractual obligation to renew their subscriptions after the completion of
their subscription term. Subscriptions for most of our offerings are offered on either an annual or multi-year basis. Our subscriptions
also generally include committed usage amounts. As a result, we cannot provide assurance that customers will renew their subscriptions
for a similar contract period or with the same or greater product depth, number of users, functionality or other terms that are equally
or more economically beneficial to us, if they renew at all.
Our customers’ renewals may decline or fluctuate as a result
of a number of factors, including their satisfaction with our products and our customer support, the frequency and severity of product
outages, our product uptime or latency, the pricing of our offering in relation to competing offerings, additional new features, integrations,
capabilities or other enhancements that we offer, updates to our products as a result of updates by technology partners, and customers
or users no longer having a need for our offerings (including customers or users acquired during the COVID-19 pandemic that may subsequently
reduce or discontinue their use after the impact of the pandemic has subsided). Renewal rates may also be impacted by general economic
conditions or other factors that reduce customers’ spending levels. For example, many educational institutions and other customers
in the public sector depend substantially on government funding, and any general decrease, delay, or other change in the availability
of such funding could cause current and prospective customers to decide not to renew their subscriptions or to reduce the scope of their
subscriptions at the end of the applicable subscription term, any of which could cause us to lose customers and revenue. If our customers
do not renew their subscriptions or renew on terms less economically favorable to us, our revenue may decline or grow less quickly than
anticipated, which would adversely affect 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.
The majority of our revenues are derived from SaaS and PaaS subscriptions,
and we recognize a significant portion of our subscription revenue over the term of the relevant subscription period. As a result, much
of the subscription revenue we report each fiscal quarter is the recognition of deferred revenue from subscription contracts entered into
during previous fiscal quarters. Consequently, a decline in new or renewed subscriptions in any one fiscal quarter will not be fully or
immediately reflected in revenue in that fiscal quarter and will negatively affect our revenue in future fiscal quarters. Accordingly,
the effect of significant downturns in new or renewed sales of our subscriptions is not reflected in full in our results of operations
until future periods.
29
If we fail to meet contractual commitments
under our customer agreements, we could be subject to contractual penalties, litigation, and other liabilities, and could experience an
increase in contract terminations or decrease in contract renewals in future periods, which would lower our revenue, increase our costs,
and otherwise adversely affect our business, financial condition, and results of operations.
Our customer agreements typically contain service-level commitments.
If we are unable to meet the stated service-level commitments, including failure to meet the uptime and response time requirements under
our customer agreements, we may be contractually obligated to provide these customers with service credits, or customers could elect to
terminate and receive refunds for prepaid amounts related to unused subscriptions, either of which could significantly affect our revenue
in the periods in which the failure occurs and the credits are applied or refunds paid out. In addition, customer terminations or any
reduction in renewals resulting from service-level failures could significantly affect both our current and future revenue. For example,
during the third quarter of 2020, we experienced an initial period of service instability in connection with the acceleration of our existing
plans to transition our technology to public cloud infrastructure, causing us to fall below the service-level commitments in our customer
agreements for the first few months of this transition. Though this did not result in a significant increase in customer terminations
and we have not seen a material decrease in customer renewals to date, we cannot guarantee that we will not experience a material decrease
in customer renewals in future periods as additional customers cycle through their subscription terms.
In addition, the agreements we enter into with our TV Solution
customers typically provide for committed delivery schedules and milestones with which we are required to comply in connection with the
deployment of our offerings. The deployment process for our TV Solution offering is often complex, and our ability to comply with our
obligations under these agreements depends on a variety of factors both within and outside of our control, including the timely performance
of front-end software developers and other third-parties. If we fail to meet our committed delivery schedules and milestones, we could
be subject to contractual penalties, including liquidated damages, as well as breach of contract claims, which could result in litigation
and cause us to incur additional costs, including in the form of additional damages or settlement payments. Affected customers may also
elect to terminate their agreements with us.
Furthermore, any service-level failures or failure to meet committed
delivery schedules and milestones could also create negative publicity and damage our reputation, which may discourage prospective customers
from adopting our offerings. In addition, if we modify the terms of our contractual commitments in future customer agreements in a manner
customers perceive to be unfavorable, demand for our offerings could be reduced. The occurrence of these or any of the events discussed
above could have a significant adverse effect on our business, financial condition, results of operations and cash flow, as well as our
ability to grow our business.
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 currently depend on various third parties for some of our
software development efforts, quality assurance, operations, and customer support services. Specifically, we outsource some of our software
development and design, quality assurance, and operations activities to third-party contractors that have employees and consultants located
in Russia, Ukraine and Belarus. Our dependence on third-party contractors creates a number of risks, in particular, the risk that we may
not maintain development quality, control, or effective management with respect to these business operations. In addition, poor relations
between the United States and Russia, sanctions by the United States and the European Union (“EU”) against Russia, and any
escalation of political tensions or economic instability in the area could have an adverse impact on our third-party software development
in Russia, Ukraine and Belarus. In particular, increased tensions among the United States, the North Atlantic Treaty Organization and
Russia, including any actual or threatened invasion of Ukraine by Russia, could increase the threat of armed conflict, cyberwarfare and
economic instability that could disrupt or delay the operations of our resources in Russia, Belarus and Ukraine, disrupt or delay our
communications with such resources or the flow of funds to support their operations, or otherwise render our resources unavailable. We
anticipate that we will continue to depend on these and other third-party relationships in order to grow our business for the foreseeable
future. If we are unsuccessful in maintaining existing and, if needed, establishing new relationships with third parties, our ability
to efficiently operate existing services or develop new services and provide adequate customer support could be impaired, and, as a result,
our competitive position or our results of operations could suffer.
30
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.
Our future success depends, in part, on our ability to continue
to attract and retain highly skilled personnel. The loss of the services of any of our key personnel, the inability to attract or retain
qualified personnel, or delays in hiring required personnel, particularly in engineering and sales, may seriously and adversely affect
our business, financial condition, and results of operations. Although we have entered into employment offer letters with our key personnel,
their employment is for no specific duration and constitutes at-will employment. We are also substantially dependent on the continued
service of our existing engineering personnel because of the complexity of our products.
Our future performance also depends on the continued services
and continuing contributions of our senior management team, which includes Ron Yekutiel, our co-founder and Chief Executive Officer, to
execute on our business plan and to identify and pursue new opportunities and product innovations. The loss of services of our senior
management team, particularly our Chief Executive Officer, could significantly delay or prevent the achievement of our development and
strategic objectives, which could adversely affect our business, financial condition, and results of operations.
Additionally, the industry in which we operate is generally characterized
by significant competition for skilled personnel, as well as high employee attrition. There is currently a high demand for experienced
software industry personnel, particularly for engineering, research and development, sales, and support positions, and we may not be successful
in attracting, integrating, and retaining qualified personnel to fulfill our current and future needs. This intense competition has resulted
in increasing wages, especially in Israel, where most of our research and development positions are located, and in New York, where our
headquarters is located, which may make it more difficult for us to attract and retain qualified personnel, as many of the companies against
which we compete for personnel have greater financial resources than we do. These competitors may also actively seek to hire our existing
personnel away from us, even if such employee has entered into a non-compete agreement. We may be unable to enforce these agreements under
the laws of the jurisdictions in which our employees work. For example, Israeli labor courts have required employers seeking to enforce
non-compete undertakings of a former employee to demonstrate that the competitive activities of the former employee will harm one of a
limited number of material interests of the employer that have been recognized by the courts, such as the protection of a company’s
confidential information or other intellectual property, taking into account, among other things, the employee’s tenure, position,
and the degree to which the non-compete undertaking limits the employee’s freedom of occupation. We may not be able to make such
a demonstration. Also, to the extent we hire personnel from competitors, we may be subject to allegations that they have been improperly
solicited or that they have divulged their former employers’ proprietary or other confidential information or incorporated such
information into our products, which could include claims that such former employers therefore own or otherwise have rights to their inventions
or other work product developed while employed by us.
In addition, in making employment decisions, particularly in
the internet and high-technology industries, job candidates often consider the value of the equity they are to receive in connection with
their employment. Employees may be more likely to leave us if the shares they own or the shares underlying their equity incentive awards
have significantly appreciated or significantly reduced in value. Many of our employees may receive significant proceeds from sales of
our equity in the public markets, which may reduce their motivation to continue to work for us and could lead to employee attrition. If
we fail to attract new personnel, or fail to retain and motivate our current personnel, our business, financial condition, results of
operations and growth prospects could be adversely affected.
31
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.
We believe that developing and maintaining widespread awareness
of our brand, especially with developers and IT operators, is critical to achieving widespread acceptance of our platform, products and
solutions and attracting new users and customers. Brand promotion activities may not generate user or customer awareness or increase revenue,
and even if they do, any increase in revenue may not offset the expenses we incur in building our brand. If we fail to successfully promote
and maintain our brand, we may fail to attract and retain users and customers necessary to realize a sufficient return on our brand-building
efforts, and may fail to achieve the widespread brand awareness that is critical for broad customer adoption of our offerings.
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.
We believe that our corporate culture, which is based on openness,
flexibility, and collaboration, has been and will continue to be a key contributor to our success. We expect to continue to hire aggressively
as we expand. If we do not continue to maintain our corporate culture as we grow, we may be unable to foster the innovation, creativity,
and entrepreneurial spirit we believe we need to support our growth. The growth and expansion of our business and our transition from
a private company to a public company may result in changes to our corporate culture, which could adversely affect our business, including
our ability to recruit and retain qualified personnel.
Our failure to offer high quality customer
support would have an adverse effect on our business, reputation, and results of operations.
Our customers depend on our customer success managers to resolve
issues and realize the full benefits relating to our platform, products, and solutions. If we do not succeed in helping our customers
quickly resolve post-deployment issues or provide effective ongoing support and education, our ability to renew subscriptions with, or
sell subscriptions for additional offerings to, existing customers, or expand the value of existing customers’ subscriptions, would
be adversely affected and our reputation with potential customers could be damaged. In addition, most of our existing customers are large
enterprises with complex information technology environments and, as a result, require significant levels of support. If we fail to meet
the requirements of these customers, it may be more difficult to grow sales or maintain our relationships with them.
Additionally, while growing our base of customer success managers
is a key component of our growth strategy, it can take several months to recruit, hire, and train qualified engineering-level customer
support employees, and we may not be able to hire such resources fast enough to keep up with demand. To the extent that we are unsuccessful
in hiring, training, and retaining adequate support resources, our ability to provide adequate and timely support to our customers, and
our customers’ satisfaction with our platform, products, and solutions, will be adversely affected. Any failure by us to provide
and maintain high-quality customer support services 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.
Our ability to increase our customer base and achieve broader
market acceptance of our platform, products and solutions will depend to a significant extent on our ability to expand our sales and marketing
operations. As part of our growth strategy, we plan to continue to invest in growing our base of field sales representatives. If we are
unable to hire a sufficient number of qualified sales personnel in the near term, our business and growth prospects will be adversely
impacted. Identifying and recruiting qualified sales representatives and training them is time-consuming and resource-intensive, and they
may not be fully trained and productive for a significant amount of time. We also plan to continue to dedicate significant resources to
our marketing programs. All of these efforts will require us to invest significant financial and other resources. Our business will be
harmed if our efforts do not generate a correspondingly significant increase in revenue. We will not achieve anticipated revenue growth
from expanding our sales force if we are unable to hire, develop, and retain talented sales personnel, if our new sales personnel are
unable to achieve desired productivity levels in a reasonable period of time, or if our sales and marketing programs are not effective.
In addition, because we rely primarily on a direct sales model, our customer acquisition costs are higher than those of organizations
that rely primarily on a self-service model, which may limit our ability to cut costs in response to changing economic and competitive
conditions.
32
In addition to our direct sales force, we also leverage reseller
relationships to help market and sell our offerings to customers around the world, particularly in areas in which we have a limited presence.
Though we expect that we will need to maintain and expand our network of resellers as we continue to expand our presence in international
markets, these relationships subject us to certain risks. Our resellers may prioritize selling their own offerings that compete with ours,
or one of our competitors may be effective in causing a reseller or potential reseller to favor that competitor’s offerings or otherwise
prevent or reduce sales of our offerings. In addition, recruiting and retaining qualified resellers and training them in our technology
and offerings requires significant time and resources. If we decide to further develop and expand our indirect sales channels, we must
continue to scale and improve our processes and procedures to support these channels, including investing in systems and training. Many
resellers may not be willing to invest the time and resources required to train their staff to effectively market and sell our offerings.
In addition, though most of our sales are, and have historically
been, made through our direct sales organization, we recently launched the option to purchase certain of our offerings directly from our
website, which we believe will allow us to reduce our cost of customer acquisition, drive additional opportunities to our direct sales
team, reach smaller customers, and broaden our target market. This self-service model requires us to incur sales and marketing expenses
often prior to generating corresponding revenue. We cannot guarantee, however, that this model will succeed in generating revenue in excess
of the corresponding sales and marketing expenses, or that it will be effective in helping us achieve our other objectives, any of which
would adversely affect our business, financial condition, and results of operations.
The sales prices of our offerings may change,
which may reduce our revenue and gross profit and adversely affect our financial results.
The sales prices for our offerings may be subject to change for
a variety of reasons, including competitive pricing pressures, discounts, anticipation of the introduction of new products, promotional
programs, general economic conditions, or our marketing, user acquisition and technology costs and, as a result, we anticipate that we
will need to change our pricing model from time to time. In the past, including in connection with the COVID-19 pandemic, we have sometimes
adjusted our prices for individual customers in certain situations, and expect to continue to do so in the future. Moreover, demand for
our offerings is price-sensitive. Competition continues to increase in the market segments in which we operate, and we expect competition
to further increase in the future, thereby leading to increased pricing pressures. Larger competitors with more diverse offerings may
reduce the price of offerings that compete with ours or may bundle them with other offerings and provide for free. Similarly, certain
competitors may use marketing strategies that enable them to acquire users more rapidly or at a lower cost than us, or both, and we may
be unable to attract new customers or grow and retain our customer base based on our historical pricing. Additionally, currency fluctuations
in certain countries and regions may negatively impact actual prices that customers and resellers are willing to pay in those countries
and regions. As we develop and introduce new offerings, as well as features, integrations, capabilities, and other enhancements, we may
need to, or choose to, revise our pricing. There can be no assurance that we will not be forced to engage in price-cutting initiatives
or to increase our marketing and other expenses to attract customers in response to competitive or other pressures. Any decrease in the
sales prices for our products, without a corresponding decrease in costs, increase in volume or increase in revenue from our other offerings,
would adversely affect our revenue and gross profit. This is particularly true with respect to our Events product and TV Solution, which
generally entail significantly higher up-front costs compared to our other offerings. We cannot assure you that we will be able to maintain
our prices and gross profits at levels that will allow us to achieve and maintain profitability.
33
We expect our revenue mix to vary over time,
which could negatively impact our gross margin and results of operations.
We expect our revenue mix to vary over time due to a number of
factors. Our gross margins and results of operations could be negatively impacted by changes in revenue mix and costs resulting from any
number of factors, including entry into new markets; growth in lower margin markets, such as the markets for our Events product and TV
Solution, and the timing and aggregate usage of our solutions by such customers; entry into markets with different pricing and cost
structures; increased usage of certain products and solutions that we offer to customers without usage caps; pricing discounts;
and increased price competition. Any one of these factors or the cumulative effects of certain of these factors may result in significant
fluctuations in our gross margin and results of operations. This variability and unpredictability could result in our failure to meet
internal expectations or those of securities analysts or investors for a particular period. If we fail to meet or exceed such expectations
for these or any other reasons, the market price of our common stock could decline.
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 results of operations may fluctuate, in part, because of
the length and variability of the sales cycle of our subscriptions and the difficulty in making short-term adjustments to our operating
expenses. Our results of operations depend in part on sales to new large customers and increasing sales to our existing customers, which
are primarily large organizations. The length of our sales cycle, from initial contact with a prospective customer to subscribing to one
or more of our offerings, can vary substantially from customer to customer for a number of reasons, including deal complexity (particularly
for customers that purchase our TV Solutions), setup time and our customers’ needs to satisfy their own internal requirements and
processes. As a result, it can be difficult to predict exactly when, or even if, we will make a sale to a potential customer, or when
and if we can increase sales to our existing customers. As a result, large individual sales have, in some cases, occurred in quarters
subsequent to those we anticipated, or have not occurred at all. Because a substantial proportion of our expenses are relatively fixed
in the short-term, our results of operations will suffer if revenue falls below our expectations in a particular quarter, which could
cause the market price of our common stock to decline.
Our international operations and expansion
expose us to risk.
Our platform, products and solutions address the needs of customers
and end users around the world, and we see continued international expansion as a significant opportunity. For the years ended December
31, 2021, 2020 and 2019, we generated approximately 42%, 43% and 44% of our revenue, respectively, from customers outside the United States.
Our customers, end users, employees and partners are located in a number of different jurisdictions worldwide, and we expect our operations
will become increasingly global as our business continues to grow. Our current international operations involve, and future initiatives
will also involve, a variety of risks, including:
| • |
unexpected changes in practices, tariffs, export quotas, custom duties, trade disputes, tax laws and treaties, particularly due to
economic tensions and trade negotiations or other trade restrictions; |
| • |
different labor regulations, especially in the European Union, where labor laws are generally more advantageous to employees as compared
to the United States, including deemed hourly wage and overtime regulations in these locations; |
| • |
exposure to many evolving stringent and potentially inconsistent laws and regulations relating to privacy, data protection, and information
security, particularly in the European Union; |
| • |
changes in a specific country’s or
region’s political or economic conditions, including the escalating tensions along the Russia-Ukraine border; |
| • |
risks resulting from the ongoing pandemic related to COVID-19 and its variants, or any other pandemic, epidemic, or outbreak of infectious
disease, including uncertainty regarding what measures the U.S. or foreign governments will take in response; |
| • |
risks resulting from changes in currency exchange rates; |
34
| • |
challenges inherent to efficiently managing an increased number of employees over large geographic distances, including the need
to implement appropriate systems, policies, benefits and compliance programs; |
| • |
difficulties in maintaining our corporate culture with a dispersed workforce; |
| • |
risk resulting from changes in currency exchanges rates, including the depreciation of
the Russian ruble (in which certain of our customer agreements are denominated) against the U.S. dollar; |
| • |
reduced ability to timely collect amounts owed to us by our customers in countries where our recourse may be more limited;
|
| • |
slower than anticipated availability and adoption of cloud infrastructures by international businesses, which would increase our
on-premise deployments; |
| • |
limitations on our ability to reinvest earnings from operations derived from one country to fund the capital needs of our operations
in other countries; |
| • |
potential changes in laws, regulations, and costs affecting our U.K. operations and personnel due to Brexit; |
| • |
limited or unfavorable—including greater difficulty in enforcing—intellectual property protection; and |
| • |
exposure to liabilities under anti-corruption and anti-money laundering laws, including the U.S. Foreign Corrupt Practices Act of
1977, as amended, and similar applicable laws and regulations in other jurisdictions. |
If we are unable to address these difficulties and challenges
or other problems encountered in connection with our international operations and expansion, we might incur unanticipated liabilities
or we might otherwise suffer harm to our business generally.
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.
Our future results depend, in part, on our ability to sustain
and expand our penetration of the international markets in which we currently operate and to expand into additional international markets.
Our ability to expand internationally will depend upon our ability to deliver functionality and foreign language translations that reflect
the needs of the international customers that we target and to successfully navigate the risks inherent in operating a business internationally,
as discussed above. While we will need to invest significant resources in such expansion, it is possible that returns on such investments
will not be achieved in the near future or at all in these less familiar competitive environments. In addition, we currently leverage
reseller relationships to assist with marketing and selling our offerings, particularly in jurisdictions in which we have a limited presence.
If we are unable to identify resellers or other partners or negotiate favorable terms, our international growth may be limited or more
costly than we anticipate.
Currency exchange rate fluctuations affect
our results of operations, as reported in our financial statements.
We report our financial results in U.S. dollars. We collect our
revenue primarily in U.S. dollars and in euros. A portion of the cost of revenue, research and development, selling and marketing and
general and administrative expenses of our Israeli operations are incurred in New Israeli Shekel (“NIS”). As a result, we
are exposed to exchange rate risks that may materially and adversely affect our financial results. If the NIS appreciates against the
U.S. dollar or the euro, or if the value of the NIS declines against the U.S. dollar or the euro, at a time when the rate of inflation
in the cost of Israeli goods and services exceeds the rate of decline in the relative value of the NIS, then the U.S. dollar-denominated
cost of our operations in Israel would increase and our results of operations could be materially and adversely affected. We cannot predict
any future trends in the rate of inflation in Israel or the rate of depreciation (if any) of the NIS against the U.S. dollar or the euro,
and our ability to hedge our exposure to currency exchange rate fluctuations may be limited.
35
A portion of our revenue is generated by sales
to government entities, which are subject to a number of challenges and risks.
Sales to government entities are subject to a number of risks.
Selling to government entities can be highly competitive, expensive, and time-consuming, often requiring significant upfront time and
expense without any assurance that these efforts will generate a sale. Government certification requirements for products like ours may
change, thereby restricting our ability to sell into the U.S. federal government, U.S. state governments, or non-U.S. government sectors
until we have attained the revised certification. Government demand and payment for our offerings may be affected by public sector budgetary
cycles and funding authorizations, with funding reductions or delays adversely affecting public sector demand for our products. Additionally,
any actual or perceived privacy, data protection, or data security incident, or even any perceived defect with regard to our practices
or measures in these areas, may negatively impact public sector demand for our products.
Additionally, we rely on certain partners to provide technical
support services to certain of our government entity customers to resolve any issues relating to our products. If our partners do not
effectively assist our government entity customers in deploying our products, succeed in helping our government entity customers quickly
resolve post-deployment issues, or provide effective ongoing support, our ability to sell additional products to new and existing government
entity customers would be adversely affected and our reputation could be damaged.
Government entities may have statutory, contractual, or other
legal rights to terminate contracts with us for convenience or due to a default, and any such termination may adversely affect our future
results of operations. Governments routinely investigate and audit government contractors’ administrative processes, and any unfavorable
audit could result in the government refusing to continue buying our subscriptions, a reduction of revenue, or fines or civil or criminal
liability if the audit uncovers improper or illegal activities, which could adversely affect our results of operations in a material way.
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.
As part of our business strategy, we may acquire or make investments
in complementary companies, products, or technologies, and enter into other strategic transactions and relationships in the ordinary course.
Our ability to grow our revenues, earnings, and cash flow at or above our historic rates depends in part upon our ability to identify
and successfully acquire and integrate businesses at acceptable prices, realize anticipated synergies and make appropriate investments
that support our long-term strategy. We may not be able to consummate acquisitions at rates similar to the past, which could adversely
impact our growth rate and the trading price of our common stock. Promising acquisitions, investments and other strategic transactions
are difficult to identify and complete for a number of reasons, including high valuations, competition among prospective buyers, the availability
of affordable funding in the capital markets and the need to satisfy applicable closing conditions and obtain applicable antitrust and
other regulatory approvals on acceptable terms. In addition, competition for acquisitions, investments and other strategic transactions
may result in higher purchase prices or other terms less economically favorable to us. Changes in accounting or regulatory requirements
or instability in the credit markets could also adversely impact our ability to consummate these transactions on acceptable terms or at
all.
In addition, even if we are able to consummate acquisitions and
enter into other strategic transactions and relationships, these transactions and relationships involve a number of financial, accounting,
managerial, operational, legal, compliance and other risks and challenges, including the following, any of which could negatively affect
our growth rate and the trading price of our common stock, and may have a material adverse effect on our business, financial condition
and results of operations:
| • |
Any business, technology, product, or solution that we acquire or invest in could under-perform relative to our expectations and
the price that we paid or not perform in accordance with our anticipated timetable, or we could fail to operate any such business or deploy
any such technology, product, or solution profitably. |
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| • |
We may incur or assume significant debt in connection with our acquisitions and other strategic transactions and relationships, which
could also cause a deterioration of our credit ratings, result in increased borrowing costs and interest expense and diminish our future
access to the capital markets. |
| • |
Acquisitions and other strategic transactions and relationships could cause our financial results to differ from our own or the investment
community’s expectations in any given period, or over the long-term. |
| • |
Pre-closing and post-closing earnings charges could adversely impact operating results in any given period, and the impact may be
substantially different from period to period. |
| • |
Acquisitions and other strategic transactions and relationships could create demands on our management, operational resources, and
financial and internal control systems that we are unable to effectively address. |
| • |
We could experience difficulty in integrating personnel, operations and financial and other controls and systems and retaining key
employees and customers. |
| • |
We may be unable to achieve cost savings or other synergies anticipated in connection with an acquisition or other strategic transaction
or relationship. |
| • |
We may assume unknown liabilities, known contingent liabilities that become realized, known liabilities that prove greater than anticipated,
internal control deficiencies or exposure to regulatory sanctions resulting from the acquired company’s or investee’s activities
and the realization of any of these liabilities or deficiencies may increase our expenses, adversely affect our financial position and/or
cause us to fail to meet our public financial reporting obligations. |
| • |
In connection with acquisitions and other strategic transactions and relationships, we often enter into post-closing financial arrangements
such as purchase price adjustments, earn-out obligations, and indemnification obligations, which may have unpredictable financial results.
|
| • |
As a result of our acquisitions, we have recorded significant goodwill and other assets on our balance sheet and if we are not able
to realize the value of these assets, or if the fair value of our investments declines, we may be required to incur impairment charges.
|
| • |
We may have interests that diverge from those of our strategic partners and we may not be able to direct the management and operations
of the strategic relationship in the manner we believe is most appropriate, exposing us to additional risk. |
| • |
Investing in or making loans to early-stage companies often entails a high degree of risk, and we may not achieve the strategic,
technological, financial or commercial benefits we anticipate; we may lose our investment or fail to recoup our loan; or our investment
may be illiquid for a greater-than-expected period of time. |
Risks Related to Information Technology, Intellectual Property and Data Privacy and
Security
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.
Our platform, products and solutions are inherently complex and,
despite extensive testing and quality control, have in the past and may in the future contain bugs, defects, security vulnerabilities,
errors, or other performance failures, especially when first introduced, or otherwise not perform as intended. Any such bug, defect, security
vulnerability, error, or other performance failure could cause damage to our reputation, loss of customers or revenue, order cancellations,
service terminations, and lack of market acceptance of our offerings. As the use of our offerings among new and existing customers expands,
particularly to more sensitive, secure, or mission critical uses, we may be subject to increased scrutiny, potential reputational risk,
or potential liability should our offerings fail to perform as contemplated in such deployments. We have in the past and may in the future
need to issue corrective releases of our software to fix these defects, errors, or performance failures, which could require us to allocate
significant research and development and customer support resources to address these problems. Despite our efforts, such corrections may
take longer to develop and release than we or our customers anticipate and expect.
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Any limitation of liability provision contained in an agreement
with a customer, user, third-party vendor, service provider, or partner may not be enforceable, adequate or effective as a result of existing
or future applicable law or judicial decisions, and may not function to limit our liability arising from regulatory enforcement or other
specific circumstances. The sale and support of our offerings entail the risk of liability claims, which could be substantial in light
of the use of our offerings in enterprise-wide environments. In addition, our insurance against any such liability may not be adequate
to cover a potential claim, and may be subject to exclusions, or subject us to the risk that the insurer will deny coverage as to any
future claim or exclude from our coverage such claims in policy renewals, increase our fees or deductibles or impose co-insurance requirements.
Any such bugs, defects, security vulnerabilities, errors, or other performance failures in our platform, products or solutions, including
as a result of denial of claims by our insurer or the successful assertion of claims by others against us that exceed available insurance
coverage, or the occurrence of changes in our insurance policies, including increases or the imposition of large deductible or co-insurance
requirements, could have a material adverse effect on our business, including our financial condition, results of operations and reputation.
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.
Our business platform, products and solutions involve the collection,
storage, processing, transmission, and other use of data, including certain confidential, sensitive, and personal information. Any security
breach, data loss, or other compromise, including those resulting from a cybersecurity attack, phishing attack, or any unauthorized access,
unauthorized usage, virus or similar breach or disruption could result in the loss or destruction of or unauthorized access to, or use,
alteration, disclosure, or acquisition of, data, damage to our reputation, litigation, regulatory investigations, or other liabilities.
These attacks may come from individual hackers, criminal groups, and state-sponsored organizations. For example, ransomware attacks, including
those from organized criminal threat actors, nation-states, and nation-state supported actors, are becoming increasingly prevalent and
severe, and can lead to significant interruptions in our operations, loss of data and income, reputational loss, diversion of funds, and
may result in fines, litigation and unwanted media attention. Extortion payments may alleviate the negative impact of a ransomware attack,
but we may be unwilling or unable to make such payments due to, for example, applicable laws or regulations prohibiting payments.
If our security measures are breached as a result of third-party
action, employee error or negligence, a defect or bug in our offerings or those of our third-party service providers, malfeasance or otherwise
and, as a result, someone obtains unauthorized access to any data, including our confidential, sensitive, or personal information or the
confidential, sensitive, or personal information of our customers, or other persons, or any of these types of information is lost, destroyed,
or used, altered, disclosed, or acquired without authorization, our reputation may be damaged, our business may suffer, and we could incur
significant liability, including under applicable data privacy and security laws and regulations. Even the perception of inadequate security
may damage our reputation and negatively impact our ability to win new customers and retain and receive timely payments from existing
customers. We experience cyber-attacks and other security incidents of varying degrees from time to time, though none which individually
or in the aggregate has led to costs or consequences which have materially impacted our operations or business. We could be required to
expend significant capital and other resources to protect against and address any data security incident or breach, which may not be covered
or fully covered by our insurance and which may involve payments for investigations, forensic analyses, regulatory compliance, breach
notification, legal advice, public relations advice, system repair or replacement, or other services. The successful assertion of one
or more large claims against us that exceeds our available insurance coverage, or results in changes to our insurance policies (including
premium increases or the imposition of large deductible or co-insurance requirements), could have an adverse effect on our business. In
addition, we cannot be sure that our existing insurance coverage will continue to be available on acceptable terms or that our insurers
will not deny coverage as to any future claim.
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In addition, we do not directly control content that our customers
store or use in our products. If our customers use our products for the transmission or storage of personal, confidential, sensitive,
or other information about individuals and our security measures are or are believed to have been breached as a result of third-party
action, employee error, malfeasance or otherwise, our reputation could be damaged, our business may suffer, and we could incur significant
liability.
We engage third-party vendors and service providers to store
and otherwise process some of our and our customers’ data, including personal, confidential, sensitive, and other information about
individuals. Our vendors and service providers may also be the targets of cyberattacks, malicious software, phishing schemes, and fraud.
Our ability to monitor our vendors and service providers’ data security is limited, and, in any event, third parties may be able
to circumvent those security measures, resulting in the unauthorized access to, misuse, acquisition, disclosure, loss, alteration, or
destruction of our and our customers’ data, including confidential, sensitive, and other information about individuals.
Techniques used to sabotage or obtain unauthorized access to
systems or networks are constantly evolving and, in some instances, are not identified until after they have been launched against a target.
We and our service providers may be unable to anticipate these techniques, react in a timely manner, or implement adequate preventative
and mitigating measures. If we are unable to efficiently and effectively maintain and upgrade our system safeguards, we may incur unexpected
costs and certain of our systems may become more vulnerable to unauthorized access or disruption. Any of the foregoing could have a material
adverse effect on our business, including our financial condition, results of operations and reputation.
Incorrect implementation or use of, or our
customers’ failure to update, our software could result in customer dissatisfaction and negatively affect our business, financial
condition, results of operations and growth prospects.
Our platform, products and solutions are often operated in large-scale,
complex information technology environments. Our customers require training and experience in the proper use of, and the benefits that
can be derived from, our offerings in order to maximize their potential. If users of our offerings do not implement, use, or update them
correctly or as intended, actual or perceived inadequate performance and/or security vulnerabilities may result. Because our customers
rely on our software to manage a wide range of operations, the incorrect implementation or use of, or our customers’ failure to
update, our software, or our failure to train customers on how to use our software productively, may result in customer dissatisfaction
and negative publicity, which may adversely affect our reputation and brand. Our failure to effectively provide training and implementation
services to our customers could result in lost opportunities for follow-on sales to these customers and decrease subscriptions by new
customers, which would adversely affect our business, financial condition, results of operations and growth prospects.
Insufficient investment in, or interruptions
or performance problems associated with, our technology and infrastructure, including in connection with our ongoing expansion of our
use of public cloud infrastructure, and our reliance on technologies from third parties, may adversely affect our business operations
and financial results.
Customers of our offerings need to be able to access our platform
at any time, without interruption or degradation of performance. As a result of the increase in usage we experienced as a result of the
COVID-19 pandemic, in the third quarter of 2020, we accelerated our existing plans to move from our own data centers to public cloud infrastructure
with the goal of providing improved stability, reliability, scalability and elasticity for our offerings. This transition is complex and
time-consuming and involves risks inherent in the conversion to a new system, including potential loss of information and disruption to
our normal operations. We may discover deficiencies in our design, implementation or maintenance of our new cloud-based systems that could
adversely affect our business, financial condition, and results of operations. For example, we experienced an initial period of
unstable service during the first few months of this transition, causing us to fall below the service-level commitments in our customer
agreements. Though service has since stabilized, we cannot guarantee that we will not experience similar instability in the future. Furthermore,
we cannot yet know the ultimate impact of this or any similar future event on our customer relationships, and it is possible customers
may be less inclined to renew their subscriptions following the expiration of their current terms.
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In addition, third-party cloud providers run their own platforms
that we access, and we are, therefore, vulnerable to their service interruptions and any changes in their product offerings. Any limitation
on the capacity of our third-party hosting services could impede our ability to onboard new customers or expand the usage of our existing
customers, which could adversely affect our business, financial condition, and results of operations. In addition, any incident affecting
our third-party hosting services’ infrastructure that may be caused by cyber-attacks, computer viruses, malware, systems failures
or other technical malfunctions, natural disasters, fire, flood, severe storm, earthquake, power loss, telecommunications failures, terrorist
or other attacks, protests or riots, and other similar events beyond our control could negatively affect our cloud-based offerings. It
is also possible that our customers and regulators would seek to hold us accountable for any breach of security affecting a third-party
cloud provider’s infrastructure and we may incur significant liability in investigating such an incident and responding to any claims,
investigations, or proceedings made or initiated by those customers, regulators, and other third parties. We may not be able to recover
a material portion of such liabilities from any of our third-party cloud providers. It may also become increasingly difficult to maintain
and improve our performance, especially during peak usage times, as our software becomes more complex and the usage of our software increases.
Moreover, our insurance may not be adequate to cover such liability and may be subject to exclusions. Any of the above circumstances or
events may adversely affect our business, financial condition, and results of operations.
In addition, our website and internal technology infrastructure
may experience performance issues due to a variety of factors, including infrastructure changes, human or software errors, website or
third-party hosting disruptions, capacity constraints, technical failures, natural disasters, or fraud, denial-of-service, or other security
attacks. Our use and distribution of open source software may increase this risk, as open source licensors generally do not provide warranties
or other contractual protections regarding infringement claims or the quality of the code, including with respect to security vulnerabilities
or bugs. If our website is unavailable or our customers are unable to order subscriptions or services or download our offerings within
a reasonable period of time or at all, our business could be adversely affected. We expect to continue to make significant investments
to maintain and improve website performance and to enable rapid releases of new features, integrations, capabilities, and other enhancements
for our offerings. To the extent that we do not effectively upgrade our systems as needed and continually develop our technology to accommodate
actual and anticipated changes in technology, our business, financial condition, and results of operations may be adversely affected.
In the event that our service agreements with our third-party
hosting services are terminated, or there is a lapse of service, elimination of services or features that we utilize, interruption of
internet service provider connectivity or damage to our providers’ facilities, we could experience interruptions in access to our
platform as well as significant delays and additional expense in arranging or creating new facilities and services and/or re-architecting
our cloud-based offerings for deployment on a different cloud infrastructure service provider, which could adversely affect our business,
financial condition and results of operations. Upon the termination or expiration of such service agreements, we cannot guarantee that
adequate third-party hosting services will be available to us on commercially acceptable terms or within adequate timelines from the same
or different hosting services providers or at all.
We also rely on cloud technologies from third parties in order
to operate critical functions of our business, including financial management services, relationship management services, and lead generation
management services. If these services become unavailable due to extended outages or interruptions or because they are no longer available
on commercially reasonable terms or prices, our expenses could increase, our ability to manage our finances could be interrupted, our
processes for managing sales of our products and supporting our customers could be impaired, and our ability to generate and manage sales
leads could be weakened until equivalent services are identified, obtained, and implemented. Even if such services are available, we may
not be able to identify, obtain and implement such services in time to avoid disruption to our business, and such services may only be
available on a more costly basis or otherwise less favorable terms. Any of the foregoing could have a material adverse effect on our business,
including our financial condition, results of operations and reputation.
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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 success depends to a significant degree on our ability to
protect our proprietary technology, methodologies, know-how, and brand. We rely on a combination of trademarks, copyrights, patents, trade
secret laws, contractual restrictions, and other intellectual property laws and confidentiality procedures to establish and protect our
proprietary rights. However, we make a version of our Media Services, Kaltura CE, available to the public at no charge under an open source
license, contribute other source code to open source projects under open source licenses, and release internal software projects under
open source licenses, and anticipate continuing to do so in the future. Because the source code for Kaltura CE and any other software
we contribute to open source projects or distribute under open source licenses is publicly available, our ability to monetize and protect
our intellectual property rights with respect to such source code may be limited or, in some cases, lost entirely. Our competitors or
other third parties could access such source code and use it to create software and service offerings that compete with ours. While software
can, in some cases, be protected under copyright law, in order to bring a copyright infringement lawsuit in the United States, the copyright
must first be registered. We have chosen not to register any copyrights, and rely on trade secret protection in addition to unregistered
copyrights to protect our proprietary software. Accordingly, the remedies and damages available to us for unauthorized use of our software
may be limited.
Further, the steps we take to protect our intellectual property
and proprietary rights may be inadequate. We may not be able to register our intellectual property rights in all jurisdictions where we
conduct or anticipate conducting business, and may experience conflicts with third parties who contest our applications to register our
intellectual property. Even if registered or issued, we cannot guarantee that our trademarks, patents, copyrights or other intellectual
property or proprietary rights will be of sufficient scope or strength to provide us with any meaningful protection or commercial advantage.
We will not be able to protect our intellectual property and proprietary rights if we are unable to enforce our rights or if we do not
detect infringement, misappropriation, dilution or other unauthorized use or violation thereof. If we fail to defend and protect our intellectual
property rights adequately, our competitors and other third parties may gain access to our proprietary technology, information and know-how,
reverse-engineer our software, and infringe upon or dilute the value of our brand, and our business may be harmed. In addition, obtaining,
maintaining, defending, and enforcing our intellectual property rights might entail significant expense. Any patents, trademarks, copyrights,
or other intellectual property rights that we have or may obtain may be challenged by others or invalidated through administrative process
or litigation. Even if we continue to seek patent protection in the future, we may be unable to obtain further patent protection for our
technology. In addition, any patents issued in the future may not provide us with competitive advantages, may be designed around by our
competitors, or may be successfully challenged by third parties. Furthermore, legal standards relating to the validity, enforceability
and scope of protection of intellectual property rights are uncertain.
We may be unable to prevent third parties from acquiring domain
names or trademarks that are similar to, infringe upon, dilute, or diminish the value of our trademarks and other proprietary rights.
Additionally, our trademarks may be opposed, otherwise challenged or declared invalid, unenforceable or generic, or determined to be infringing
on or dilutive of other marks. We may not be able to protect our rights in these trademarks, which we need in order to build name recognition
with customers. If third parties succeed in registering or developing common law rights in such trademarks and we are not successful in
challenging such third-party rights, or if our trademark rights are successfully challenged, we may not be able to use our trademarks
to commercialize our products in certain relevant jurisdictions.
Despite our precautions, it may be possible for unauthorized
third parties to copy our products and use information that we regard as proprietary to create offerings that compete with ours. Effective
patent, trademark, copyright, and trade secret protection may not be available to us in every country in which our products are available.
The laws of some countries may not be as protective of intellectual property rights as those in the United States, and mechanisms for
enforcement of intellectual property rights may be inadequate. As we continue to expand our international activities, our exposure to
unauthorized copying and use of our products and proprietary information will likely increase. Accordingly, despite our efforts, we may
be unable to prevent third parties from infringing upon, diluting, misappropriating or otherwise violating our intellectual property rights.
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We have devoted substantial resources to the development of our
technology, business operations and business plans. We attempt to protect our intellectual property and proprietary information, including
trade secrets, by implementing administrative, technical, and physical practices, including source code access controls, to secure our
proprietary information. We also seek to enter into confidentiality, non-compete, proprietary, and inventions assignment agreements with
our employees, consultants, and contractors, and enter into confidentiality agreements with other parties, such as licensees and customers.
However, such agreements may not be self-executing, and there can be no guarantee that all applicable parties have executed such agreements.
No assurance can be given that these practices or agreements will be effective in controlling access to and distribution of our proprietary
information, or in providing adequate remedies in the event of unauthorized access or distribution, especially in certain states and countries,
including Israel, Russia, and Belarus, that are less willing to enforce such agreements or otherwise provide protection for trade secrets.
Further, these agreements may not prevent our competitors from independently developing technologies that are substantially equivalent
or superior to our products, and in such cases we would not be able to assert trade secret rights against such parties. We also employ
individuals who were previously employed at other companies in our field, and our efforts to ensure that such individuals do not use the
proprietary information or know-how of others in their work for us may not prevent others from claiming that we or our employees or independent
contractors have used or disclosed intellectual property, including trade secrets or other proprietary information, of a former employer
or other third parties. Litigation may be necessary to defend against any such claims. If we are unsuccessful in defending against any
such claims, we may be liable for damages or prevented from using certain intellectual property, which in turn could materially adversely
affect our business, financial condition, or results of operations; even if we are successful in defending against such claims, litigation
could result in substantial costs and distract management and other employees.
In order to protect our intellectual property and proprietary
rights and to monitor for and take action against any infringement, misappropriation or other violations thereof, we may be required to
spend significant resources. Litigation may be necessary to enforce and protect our trade secrets and other intellectual property and
proprietary rights, which could be costly, time-consuming, and distracting to management, and could result in the impairment or loss of
portions of our intellectual property. Further, our efforts to enforce our intellectual property and proprietary rights may be met with
defenses, counterclaims, and countersuits attacking the ownership, scope, validity, and enforceability of such rights. Our inability to
protect our proprietary technology or our brand against unauthorized copying or use, as well as any costly litigation or diversion of
our management’s attention and resources, could delay further sales or the implementation of our offerings or impair their functionality,
delay introductions of new offerings, result in our substituting inferior or more costly technologies into our offerings, or injure our
reputation. Any of the foregoing could materially and adversely affect our business, financial condition, results of operations and growth
prospects.
We could incur substantial costs and otherwise
suffer harm as a result of any claim of infringement, misappropriation or other violation of another party’s intellectual property
or proprietary rights.
In recent years, there has been significant litigation involving
patents and other intellectual property and proprietary rights in the software industry. We do not currently have a large patent portfolio,
which could prevent us from deterring patent infringement claims, as we may not be able credibly to threaten patent infringement counter-claims.
Our competitors and others may now and in the future have significantly larger and more mature patent portfolios than we have. Even a
large patent portfolio may not serve as a deterrent to litigation by certain third parties, some of whose sole or primary business is
to assert patent claims and some of whom have sent letters to and/or filed suit alleging infringement against us or some of our customers.
We could incur substantial costs in prosecuting or defending any intellectual property litigation. If we sue to enforce our rights or
are sued by a third party claiming that our offerings infringe, misappropriate, or violate their rights, the litigation could be expensive
and could divert management attention and resources away from our core business operations. In addition, there could be public announcements
of the results of hearings, motions or other interim proceedings or developments, and if securities analysts or investors perceive these
results to be negative, it could have a material adverse effect on the price of our common stock.
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Any intellectual property litigation to which we might become
a party, or for which we are required to provide indemnification, may require us to do one or more of the following:
| • |
cease selling or using offerings that incorporate or are otherwise covered by the intellectual property rights that we allegedly
infringe, misappropriate, or otherwise violate; |
| • |
make substantial payments for legal fees, settlement payments or other costs or damages, including potentially treble damages if
we are found liable for willful infringement; |
| • |
obtain a license to sell or use the relevant technology, which may not be available on reasonable terms or at all, may be non-exclusive
and thereby allow our competitors and other parties access to the same technology, and may require the payment of substantial licensing,
royalty, or other fees; or |
| • |
redesign the allegedly infringing offerings to avoid infringement, misappropriation, or other violation, which could be costly, time-consuming,
or impossible. |
If we are required to make substantial payments or undertake
or suffer any of the other actions and consequences noted above as a result of any intellectual property infringement, misappropriation
or violation claims against us or any obligation to indemnify our customers for such claims, such payments, actions, and consequences
could materially and adversely affect our business, financial condition, results of operations and growth prospects.
We may become subject to claims for remuneration
or royalties for assigned service invention rights by our employees and consultants, which could result in litigation and would adversely
affect our business.
A significant portion of our intellectual property has been developed
by our employees and consultants in the course of their engagement with us. Under the Israeli Patent Law, 5727-1967 (the “Patent
Law”), inventions conceived by an employee during the scope of his or her employment relationship with a company are regarded as
“service inventions,” which belong to the employer, absent a specific agreement stating otherwise. The Patent Law also provides
that absent an agreement providing otherwise, the Israeli Compensation and Royalties Committee (the “Committee”), a body constituted
under the Patent Law, shall determine whether the employee is entitled to remuneration for his or her inventions. Case law clarifies that
the right to receive consideration for “service inventions” can be waived by the employee and that such waiver does not necessarily
have to be explicit. The Committee will examine, on a case-by-case basis, the general contractual framework between the parties, using
interpretation rules of the general Israeli contract laws. Further, the Committee has not yet determined one specific formula for calculating
this remuneration, but rather uses the criteria specified in the Patent Law. Although we generally seek to enter into assignment-of-invention
agreements with our employees and consultants pursuant to which such individuals assign to us all rights to any inventions created in
the scope of their employment or engagement with us, we cannot guarantee that all such agreements are self-executing or have been entered
into by all applicable individuals. Even when such agreements include provisions regarding the assignment and waiver of rights to additional
compensation in respect of inventions created within the course of their employment or consulting relationship with us, including in respect
of service inventions, we cannot guarantee that such provisions will be upheld by Israeli courts, as a result of uncertainty under Israeli
law with respect to the efficacy of such provisions. We may face claims demanding remuneration in consideration for assigned inventions,
which could require us to pay additional remuneration or royalties to our current and former employees and consultants, or be forced to
litigate such claims, which could negatively affect our business.
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Indemnity provisions in various agreements
potentially expose us to substantial liability for intellectual property infringement, misappropriation, violation, and other losses.
Our agreements with customers and other third parties may include
indemnification provisions under which we agree to indemnify them for losses suffered or incurred as a result of claims of intellectual
property infringement, misappropriation or violation, damages caused by us to property or persons, or other liabilities relating to or
arising from our software, services, or other contractual obligations. Large indemnity payments could adversely affect our business, financial
condition, and results of operations. Although we normally seek to contractually limit our liability with respect to such indemnity obligations,
we do not and may not in the future have a cap on our liability in certain agreements, which could result in substantial liability. Substantial
indemnity payments under such agreements could harm our business, financial condition, and results of operations. Any dispute with a customer
or other third party with respect to such obligations could have adverse effects on our relationship with that customer, other existing
customers and new customers, and other parties, and could harm our reputation, business, financial condition, and results of operations.
Our use of open source software could negatively
affect our ability to sell our offerings and subject us to possible litigation.
Our offerings incorporate open source software, and we expect
to continue to incorporate open source software in our offerings in the future. Few of the licenses applicable to open source software
have been interpreted by courts, and there is a risk that these licenses could be construed in a manner that could impose unanticipated
conditions or restrictions on our ability to commercialize our offerings. Some open source licenses may subject us to certain requirements,
including requirements that we offer additional portions of our solutions for reduced or no cost, that we make publicly available at no
charge the source code for modifications or derivative works we create based upon, incorporating, linking to or using the open source
software (which could include valuable proprietary code), and that we license such modifications or derivative works under the terms of
applicable open source licenses. If an author or other third party that distributes such open source software were to allege that we had
not complied with the conditions of one or more of these licenses, we could be required to incur significant legal expenses defending
against such allegations and could be subject to significant damages, enjoined from the sale of our offerings that contain the open source
software and required to comply with onerous conditions or restrictions on these offerings, which could disrupt the distribution and sale
of these offerings. In addition, there have been claims challenging the ownership rights in open source software against companies that
incorporate open source software into their products, and the licensors of such open source software provide no warranties or indemnities
with respect to such claims. In any of these events, we and our customers could be required to seek licenses from third parties in order
to continue offering our platform, products, and solutions, which may not be available on reasonable terms or at all, and to re-engineer
our offerings or discontinue the sale of our offerings in the event re-engineering cannot be accomplished on a timely basis or at all.
We are subject to stringent and changing laws,
regulations, standards, and contractual obligations related to privacy, data protection, and data security. Our actual or perceived failure
to comply with such obligations could adversely affect our business.
We receive, collect, store, process, transfer, and otherwise
use personal information and other sensitive information about individuals and other data relating to users of our offerings, our employees
and contractors, and other persons. We have legal and contractual obligations regarding the protection of confidentiality and appropriate
use of certain data, including personally information and other sensitive information about individuals. We are subject to numerous federal,
state, local, and international laws, directives, and regulations regarding privacy, data protection, and data security and the collection,
storing, sharing, use, processing, transfer, disclosure, disposal, and protection of information about individuals and other data, the
scope of which are changing, subject to differing interpretations, and may be inconsistent among jurisdictions or conflict with other
legal and regulatory requirements. We are also subject to certain contractual obligations to third parties related to privacy, data protection
and data security. We strive to comply with our applicable data privacy and security policies, regulations, contractual obligations, and
other legal obligations relating to privacy, data protection, and data security. However, the regulatory framework for privacy, data protection
and data security worldwide is, and is likely to remain for the foreseeable future, uncertain and complex, and it is possible that these
or other actual or alleged obligations may be interpreted and applied in a manner that we do not anticipate or that is inconsistent from
one jurisdiction to another and may conflict with other legal obligations or our practices. Further, any significant change to applicable
laws, regulations or industry practices regarding the collection, use, retention, security, processing, transfer or disclosure of data,
or their interpretation, or any changes regarding the manner in which the consent of users or other data subjects for the collection,
use, retention, security, processing, transfer or disclosure of such data must be obtained, could increase our costs and require us to
modify our services and features, possibly in a material manner, which we may be unable to complete, and may limit our ability to receive,
collect, store, process, transfer, and otherwise use user data or develop new services and features.
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If we are found in violation of any applicable laws or regulations
relating to privacy, data protection, or security, our business may be materially and adversely affected and we would likely have to change
our business practices and potentially the services and features, integrations, or other capabilities of our offerings. In addition, these
laws and regulations could impose significant costs on us and could constrain our ability to use and process data in a commercially desirable
manner. In addition, if a breach of data security were to occur or be alleged to have occurred, if any violation of laws and regulations
relating to privacy, data protection or data security were to be alleged, or if we were to discover any actual or alleged defect in our
safeguards or practices relating to privacy, data protection, or data security, our solutions may be perceived as less desirable and our
business, financial condition, results of operations and growth prospects could be materially and adversely affected.
In the United States, the FTC and many state attorneys general
are interpreting federal and state consumer protection laws to impose standards for the online collection, use, dissemination, and security
of data. Such standards require us to publish statements that describe how we handle personal data and choices individuals may have about
the way we handle their personal data. If such information that we publish is considered untrue or inaccurate, we may be subject to government
claims of unfair or deceptive trade practices, which could lead to significant liabilities and consequences. Moreover, according to the
FTC, violating consumers’ privacy rights or failing to take appropriate steps to keep consumers’ personal data secure may
constitute unfair acts or practices in or affecting commerce in violation of Section 5(a) of the Federal Trade Commission Act. State consumer
protection laws provide similar causes of action for unfair or deceptive practices. Some states, such as California and Massachusetts,
have passed specific laws mandating reasonable security measures for the handling of consumer data. Further, privacy advocates and industry
groups have regularly proposed and sometimes approved, and may propose and approve in the future, self-regulatory standards with which
we must legally comply or that contractually apply to us.
Our communications with our clients are subject to certain
laws and regulations, including the Controlling the Assault of Non-Solicited Pornography and Marketing (“CAN-SPAM”) Act of
2003, the Telephone Consumer Protection Act of 1991 (the “TCPA”), and the Telemarketing Sales Rule and analogous state laws,
that could expose us to significant damages awards, fines and other penalties that could materially impact our business. For example,
the TCPA imposes various consumer consent requirements and other restrictions in connection with certain telemarketing activity and other
communication with consumers by phone, fax or text message. The CAN-SPAM Act and the Telemarketing Sales Rule and analogous state laws
also impose various restrictions on marketing conducted use of email, telephone, fax or text message. As laws and regulations, including
FTC enforcement, rapidly evolve to govern the use of these communications and marketing platforms, the failure by us, our employees or
third parties acting at our direction to abide by applicable laws and regulations could adversely impact our business, financial condition
and results of operations or subject us to fines or other penalties.
Various other U.S. federal privacy laws are relevant to our
business, including the Family Educational Rights and Privacy Act and the Children’s Online Privacy Protection Act. Any actual or
perceived failure to comply with these laws could result in a costly investigation or litigation resulting in potentially significant
liability, injunctions and other consequences, loss of trust by our users, and a material and adverse impact on our reputation and business.
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In addition, many state legislatures have adopted legislation
that regulates how businesses operate online, including measures relating to privacy, data security, and data breaches. Such legislation
includes the California Consumer Privacy Act (“CCPA”), which came into force in 2020 and provides new data privacy rights
for California consumers and new operational requirements for covered companies. Specifically, the CCPA mandates that covered companies
provide new disclosures to California consumers and afford such consumers new data privacy rights that include, among other things, the
right to request a copy from a covered company of the personal information collected about them, the right to request deletion of such
personal information, and the right to request to opt-out of certain sales of such personal information. The California Attorney General
can enforce the CCPA, including seeking an injunction and civil penalties for violations. The CCPA also provides a private right of action
for certain data breaches that is expected to increase data breach litigation. Additionally, a new privacy law, the California Privacy
Rights Act (“CPRA”), was approved by California voters in the November 3, 2020 election. The CPRA generally takes effect on
January 1, 2023 and significantly modifies the CCPA, including by expanding consumers’ rights with respect to certain personal information
and creating a new state agency to oversee implementation and enforcement efforts, potentially resulting in further uncertainty and requiring
us to incur additional costs and expenses in an effort to comply. Some observers have noted the CCPA and CPRA could mark the beginning
of a trend toward more stringent privacy legislation in the United States, which could also increase our potential liability and adversely
affect our business. For example, the CCPA has encouraged “copycat” or other similar laws to be considered and proposed in
other states across the country, such as in Virginia, New Hampshire, Illinois, and Nebraska. This legislation may add additional complexity,
variation in requirements, restrictions, and potential legal risk, require additional investment in resources to compliance programs,
could impact strategies and availability of previously useful data and could result in increased compliance costs and/or changes in business
practices and policies.
In March 2021, the Governor of Virginia signed into law the
Virginia Consumer Data Protection Act (the “VCDPA”). The VCDPA creates consumer rights, similar to the CCPA, but also imposes
security and assessment requirements for businesses. In addition, in July 2021, Colorado enacted the Colorado Privacy Act (“COCPA”),
becoming the third comprehensive consumer privacy law to be passed in the United States (after the CCPA and VCDPA). The COCPA closely
resembles the VCDPA, and both will be enforced by the respective states’ Attorney General and district attorneys, although the two
differ in many ways. Once the VCDPA and COCPA become enforceable in 2023, we must comply with each if our operations fall within the scope
of these newly enacted comprehensive mandates, which may increase our compliance costs and potential liability. Similar laws have been
proposed in other states and at the federal level, reflecting a trend toward more stringent privacy legislation in the United States.
This legislation may add additional complexity, variation in requirements, restrictions and potential legal risk, require additional investment
in resources to compliance programs, could impact strategies and availability of previously useful data and could result in increased
compliance costs and/or changes in business practices and policies.
In addition, some laws may require us to notify governmental
authorities and/or affected individuals of data breaches involving certain personal information or other unauthorized or inadvertent access
to or disclosure of such information. We may need to notify governmental authorities and affected individuals with respect to such incidents.
For example, laws in all 50 U.S. states may require businesses to provide notice to consumers whose personal information has been disclosed
as a result of a data breach. These laws are not consistent with each other, and compliance in the event of a widespread data breach may
be difficult and costly. We also may be contractually required to notify consumers or other counterparties of a security incident, including
a breach. Regardless of our contractual protections, any actual or perceived security incident or breach, or breach of our contractual
obligations, could harm our reputation and brand, expose us to potential liability or require us to expend significant resources on data
security and in responding to any such actual or perceived breach.
In addition, the data protection landscape in the EU is continually
evolving, resulting in possible significant operational costs for internal compliance and risks to our business. The EU adopted the General
Data Protection Regulation (“GDPR”), which became effective in May 2018, and contains numerous requirements and changes from
previously existing EU laws, including more robust obligations on data processors and heavier documentation requirements for data protection
compliance programs by companies.
Among other requirements, the GDPR regulates the transfer of
personal data subject to the GDPR to third countries that have not been found to provide adequate protection to such personal data, including
the United States. Recent legal developments in Europe have created complexity and uncertainty regarding such transfers. For instance,
on July 16, 2020, the Court of Justice of the European Union (the “CJEU”) invalidated the EU-U.S. Privacy Shield Framework
(the “Privacy Shield”) under which personal data could be transferred from the European Economic Area to U.S. entities who
had self-certified under the Privacy Shield scheme. While the CJEU upheld the adequacy of the standard contractual clauses (a standard
form of contract approved by the European Commission as an adequate personal data transfer mechanism and potential alternative to the
Privacy Shield), it made clear that reliance on such clauses alone may not necessarily be sufficient in all circumstances. Use of the
standard contractual clauses must now be assessed on a case-by-case basis taking into account the legal regime applicable in the destination
country, including, in particular, applicable surveillance laws and rights of individuals, and additional measures and/or contractual
provisions may need to be put in place; however, the nature of these additional measures is currently uncertain. The CJEU also states
that if a competent supervisory authority believes that the standard contractual clauses cannot be complied with in the destination country
and that the required level of protection cannot be secured by other means, such supervisory authority is under an obligation to suspend
or prohibit that transfer. Further, the European Commission has published revised standard contractual clauses for data transfers from
the EEA: the revised clauses have been mandatory for relevant, new transfers since September 27, 2021; existing standard contractual clauses
arrangements must be migrated to the revised clauses by December 27, 2022. We are required to implement the revised standard contractual
clauses within the relevant time frames.
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Additionally, the GDPR greatly increased the European Commission’s
jurisdictional reach of its laws and added a broad array of requirements for handling personal data. EU member states are tasked under
the GDPR to enact, and have enacted, certain implementing legislation that adds to and/or further interprets the GDPR requirements and
potentially extends our obligations and potential liability for failing to meet such obligations. The GDPR, together with national legislation,
regulations and guidelines of the EU member states impose strict obligations and restrictions on the ability to collect, use, retain,
protect, disclose, transfer, and otherwise process personal data. In particular, the GDPR includes obligations and restrictions concerning
the rights of individuals to whom the personal data relates, maintaining a record of data processing, security breach notifications and
measures for the security and confidentiality of personal data.
Failure to comply with the GDPR could result in penalties for
noncompliance (including possible fines of up to the greater of €20 million and 4% of our global annual turnover for the preceding
financial year for the most serious violations, as well as the right to compensation for financial or non-financial damages claimed by
individuals under Article 82 of the GDPR). In addition to the foregoing, a breach of the GDPR could result in regulatory investigations,
reputational damage, orders to cease/ change our processing of our data, enforcement notices and/ or assessment notices (for a compulsory
audit).
In addition to the GDPR, the European Commission has another
draft regulation in the approval process that focuses on a person’s right to conduct a private life. The proposed legislation, known
as the Regulation of Privacy and Electronic Communications (“ePrivacy Regulation”), would replace the current ePrivacy Directive.
While the text of the ePrivacy Regulation is still under development, recent European court and regulatory decisions are driving increased
attention to cookies and tracking technologies. If the trend of increasing enforcement by regulators of the strict approach in recent
guidance and decisions continues, this could lead to substantial costs, require significant systems changes, limit the effectiveness of
our marketing activities, divert the attention of our technology personnel, adversely affect our margins, increase costs and subject us
to additional liabilities. Regulation of cookies and similar technologies may lead to broader restrictions on our marketing and personalization
activities and may negatively impact our efforts to understand users.
Further, in March 2017, the United Kingdom formally notified
the European Council of its intention to leave the EU pursuant to Article 50 of the Treaty on European Union (“Brexit”). The
United Kingdom ceased to be an EU Member State on January 31, 2020. The UK General Data Protection Regulation (“UK GDPR”),
together with the amended UK Data Protection Act 2018, retains the GDPR in UK national law. The UK GDPR mirrors the fines under the GDPR,
e.g. fines up to the greater of €20 million / £17.5 million or 4% of global turnover. The U.K.’s Information Commissioner’s
Office has published new data transfer standard contracts for transfers from the U.K. under the UK GDPR. This new documentation will be
mandatory for relevant data transfers from September 21, 2022; existing standard contractual clauses arrangements must be migrated to
the new documentation by March 21, 2024. We will be required to implement the latest UK data transfer documentation for data transfers
subject to the UK GDPR within the relevant time frames.
In addition, failure to comply with the Israeli Privacy Protection
Law 5741-1981, and its regulations as well as the guidelines of the Israeli Privacy Protection Authority, may expose us to administrative
fines, civil claims (including class actions) and in certain cases criminal liability. Current pending legislation may result in a change
of the current enforcement measures and sanctions.
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Despite our efforts, we may not be successful in complying with
the rapidly evolving privacy, data protection, and data security requirements discussed above. Any failure or perceived failure by us
to comply with our posted privacy policies, our privacy-related obligations to users or other third parties, or any other legal obligations
or regulatory requirements relating to privacy, data protection, or data security, may result in governmental investigations or enforcement
actions, litigation, claims, or public statements against us by consumer advocacy groups, or others and could result in significant liability,
cause our users to lose trust in us, and otherwise materially and adversely affect our reputation and business. Furthermore, the costs
of compliance with, and other burdens imposed by, the laws, regulations, other obligations, and policies that are applicable to the businesses
of our users may limit the adoption and use of, and reduce the overall demand for, our platform. Additionally, if third parties we work
with violate applicable laws, regulations or contractual obligations, such violations may put our users’ data at risk, could result
in governmental investigations or enforcement actions, fines, litigation, claims, or public statements against us by consumer advocacy
groups or others and could result in significant liability, cause our users to lose trust in us, and otherwise materially and adversely
affect our reputation and business. Further, public scrutiny of, or complaints about, technology companies or their data handling or data
protection practices, even if unrelated to our business, industry, or operations, may lead to increased scrutiny of technology companies,
including us, and may cause government agencies to enact additional regulatory requirements, or to modify their enforcement or investigation
activities, which may increase our costs and risks. Any of the foregoing could materially and adversely affect our business, financial
condition, and results of operations.
We rely on software and services licensed from
other parties. The loss of software or services from third parties could increase our costs and limit the features available in our platform,
products, and solutions.
Components of our offerings include various types of software
and services licensed from unaffiliated parties. If any of the software or services we license from others or functional equivalents thereof
were either no longer available to us or no longer offered on commercially reasonable terms, we would be required to either redesign the
offerings that include such software or services to function with software or services available from other parties or develop these components
ourselves, which we may not be able to do without incurring increased costs, experiencing delays in our product launches and the release
of new offerings, or at all. Furthermore, we might be forced to temporarily limit the features available in our current or future products
and solutions. If we fail to maintain or renegotiate any of these software or service licenses, we could face significant delays and diversion
of resources in attempting to license and integrate functional equivalents. We and our customers may also be subject to suits by
parties claiming infringement, misappropriation or other violation of third-party intellectual property or proprietary rights due to the
reliance by our solutions on such third-party software and services, such third-party software and services may contain bugs or other
errors that cause our own offerings to malfunction, and our agreements with such third parties may not contain any, or adequate, warranties,
indemnities or other protective provisions on our behalf. Any of the foregoing could materially and adversely affect our business, financial
condition, and results of operations.
Risks Related to our Debt, Liquidity and Capitalization
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.
Historically, we have funded our operations and capital expenditures
primarily through net cash provided by operating activities, equity issuances and borrowings under our long-term debt arrangements. Although
we currently anticipate that our net cash provided by operating activities, cash on hand and availability under our Revolving Credit Facility
will be adequate to meet our operating, investing, and financing needs for at least the next twelve months, we may require additional
financing. We evaluate financing opportunities from time to time, and our ability to obtain financing will depend, among other things,
on our development efforts, business plans, operating performance, and condition of the capital markets at the time we seek financing.
We cannot assure you that additional financing will be available to us on favorable terms when required, or at all. If we raise additional
funds through the issuance of equity or equity-linked or debt securities, those securities may have rights, preferences, or privileges
senior to the rights of our common stock, and our stockholders may experience dilution.
If we need additional capital and cannot raise it on acceptable
terms, we may not be able to, among other things:
| • |
develop or enhance our platform, products, or solutions; |
| • |
continue to expand our research and development and sales and marketing organizations; |
48
| • |
acquire complementary technologies, products, or businesses; |
| • |
expand operations in the United States or internationally; |
| • |
hire, train, and retain employees; or |
| • |
respond to competitive pressures or unanticipated working capital requirements. |
Our failure to have sufficient capital to do any of these things
could adversely affect our business, financial condition and results of operations, and our ability to execute our growth strategy.
Our indebtedness could adversely affect our
ability to raise additional capital to fund operations, limit our ability to react to changes in the economy or our industry and prevent
us from meeting our financial obligations.
As of December 31, 2021, we had approximately $38.6 million
of borrowings outstanding under the Term Loan Facility and approximately $35.0 million available for additional borrowings under the Revolving
Credit Facility. If we cannot generate sufficient cash flow from operations to service our debt, we may need to further refinance our
debt, dispose of assets, or issue equity to obtain necessary funds. We do not know whether we will be able to do any of this on a timely
basis, on terms satisfactory to us, or at all. Our indebtedness could have important consequences, including:
| • |
our ability to obtain additional debt or equity financing for working capital, capital expenditures, debt service requirements, acquisitions
and general corporate or other purposes may be limited; |
| • |
a portion of our cash flows from operations will be dedicated to the payment of principal and interest on the indebtedness and will
not be available for other purposes, including operations, capital expenditures and future business opportunities; |
| • |
certain of our borrowings are at variable rates of interest, exposing us to the risk of increased interest rates; |
| • |
our ability to adjust to changing market conditions may be limited and may place us at a competitive disadvantage compared to less-leveraged
competitors; and |
| • |
we may be vulnerable during a downturn in general economic conditions or in our business, or may be unable to carry on capital spending
that is important to our growth. |
In addition, the agreement governing our Credit Facilities contains,
and any agreements evidencing or governing other future indebtedness may also contain, certain restrictive covenants that limit or otherwise
restrict our ability, among other things, to:
| • |
create, issue, incur, assume, become liable in respect of or suffer to exist any debt or liens; |
| • |
consummate any merger, consolidation or amalgamation, or liquidate, wind up or dissolve, or dispose of all or substantially all of
our or their respective property or business; |
| • |
dispose of property or, in the case of our subsidiaries, issue or sell any shares of such subsidiary’s capital stock;
|
| • |
repay, prepay, redeem, purchase, retire, or defease subordinated debt; |
| • |
declare or pay dividends or make certain other restricted payments; |
| • |
make certain investments; |
| • |
enter into transactions with affiliates; |
| • |
enter into new lines of business; and |
| • |
make certain amendments to our or their respective organizational documents or certain material contracts. |
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The agreement governing our Credit Facilities also contains,
and any agreements evidencing or governing other future indebtedness may also contain, certain financial covenants and financial reporting
requirements, as described elsewhere in this Annual Report on Form 10-K under Part II, Item 7. “Management’s Discussion and
Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources—Credit Facilities.” Our ability
to comply with these covenants and restrictions may be affected by events and factors beyond our control. We may not be able to generate
sufficient recurring revenue or cash flow or maintain sufficient liquidity to meet the financial covenants or pay the principal and interest
under our Credit Facilities when required. If we fail to make payments under our Credit Facilities or otherwise experience an event of
default thereunder, the lending banks would be permitted to take certain actions, including terminating all outstanding commitments and
declaring all amounts due under our Credit Facilities to be immediately due and payable, including all outstanding borrowings, accrued
and unpaid interest thereon, and prepayment premiums with respect to such borrowings and any terminated commitments. In addition, the
lenders would have the right to proceed against the collateral we granted to them, which includes substantially all of our assets. The
occurrence of any of these events could have a material adverse effect on our business, financial condition, and results of operations.
Furthermore, our future working capital, borrowings, or equity financing could be unavailable to repay or refinance the amounts outstanding
under our Credit Facilities. In the event of a liquidation, our lenders would be repaid all outstanding principal and interest prior to
distribution of assets to unsecured creditors, and the holders of our common stock would receive a portion of any liquidation proceeds
only if all of our creditors, including our lenders, were first repaid in full.
Risks Related to Other Legal, Regulatory and Tax Matters
Legal, political, and economic uncertainty
surrounding the exit of the United Kingdom from the European Union may be a source of instability to international markets, create significant
currency fluctuations, adversely affect our operations in the United Kingdom and pose additional risks to our business, financial condition,
and results of operations.
In connection with Brexit, the United Kingdom formally withdrew
from the European Union and ratified a trade and cooperation agreement governing its future relationship with the European Union. The
agreement, which is being applied provisionally from January 1, 2021 until it is ratified by the European Parliament and the Council of
the European Union, addresses trade, economic arrangements, law enforcement, judicial cooperation and a governance framework including
procedures for dispute resolution, among other things. Because the agreement merely sets forth a framework in many respects and
will require complex additional bilateral negotiations between the United Kingdom and the European Union as both parties continue to work
on the rules for implementation, significant political and economic uncertainty remains about how the precise terms of the relationship
between the parties will differ from the terms before withdrawal.
These developments and the continued uncertainty regarding the
terms of the relationship between the United Kingdom and the European Union post-Brexit have had and may continue to have a material adverse
effect on global economic conditions and the stability of global financial markets, and could significantly reduce global market liquidity
and restrict the ability of key market participants to operate in certain financial markets. Asset valuations, currency exchange rates
and credit ratings have been and may continue to be subject to increased market volatility. Lack of clarity about future U.K. laws and
regulations as the United Kingdom determines which EU laws to replace or replicate, including financial laws and regulations, tax and
free trade agreements, tax and customs laws, intellectual property rights, environmental, health and safety laws and regulations, immigration
laws, employment laws and transport laws could increase the costs of doing business in the United Kingdom and depress economic activity.
Additionally, the need to comply with any applicable regulatory changes will likely increase costs for us and our existing and potential
customers located in the United Kingdom, which could negatively affect demand for our offerings and the ability of customers to make payments
under their agreements with us. Any of these factors could have a significant adverse effect on our business, financial condition, results
of operations and prospects.
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We are subject to various governmental export
control, trade sanctions, and import laws and regulations that could impair our ability to compete in international markets or subject
us to liability if we violate these controls.
In some cases, our software is subject to export control laws
and regulations, including the Export Administration Regulations administered by the U.S. Department of Commerce, the Israeli Control
of Products and Services Decree (Engagement in Encryption), 5735-1974, and the Israeli Law of Regulation of Security Exports, 5767-2007,
and our business must also be conducted in compliance with applicable trade and economic sanctions laws and regulations, including those
administered and enforced by OFAC, the U.S. Department of State, the U.S. Department of Commerce, the United Nations Security Council
and other relevant sanctions authorities (collectively, “Trade Controls”). As such, a license may be required to export or
re-export our products, or provide related services, to certain countries and end users, as well as for certain end uses. Further, our
offerings that incorporate encryption functionality may be subject to special controls applying to encryption items and/or certain reporting
requirements. We have certain customer and third party relationships in Russia, Belarus and Ukraine. In response to escalating tensions
along the Russia-Ukraine border, the U.S. government has stated it is considering imposing enhanced export controls on certain products
and sanctions on certain industry sectors and parties in Russia. The governments of other jurisdictions in which we operate, such as the
European Union, may also implement sanctions or other restrictive measures against Russia. These potential sanctions and export controls,
as well as any responses from Russia, could adversely impact our operations and negatively impact our business in the region.
Our global operations expose us to the risk of violating, or
being accused of violating, Trade Controls. While we have procedures in place designed to ensure our compliance with Trade Controls, we
cannot guarantee that these procedures will be successfully followed, and failure to comply could subject us to both civil and criminal
penalties, including substantial fines, disgorgement of profits, possible incarceration of responsible individuals for willful violations,
possible loss of our export or import privileges, and reputational harm. Further, the process for obtaining necessary licenses may be
time-consuming or unsuccessful, potentially causing delays in sales or losses of sales opportunities. Trade Controls are complex and dynamic
regimes, and monitoring and ensuring compliance can be challenging, particularly given that our offerings are widely distributed throughout
the world and are available for download without registration. Although we have no knowledge that our activities have resulted in violations
of Trade Controls, any failure by us or our partners to comply with applicable laws and regulations would have negative consequences for
us, including reputational harm, government investigations, and penalties. Investigations of alleged violations can be expensive and disruptive.
In addition, various countries regulate the import of certain
encryption technology, including through import permit and license requirements, and have enacted laws that could limit our ability to
distribute our offerings or the ability of our customers or end users to implement our offerings in those countries. Changes in our offerings
or changes in export and import regulations in such countries may create delays in the introduction of our offerings into international
markets, prevent our end-customers with international operations from deploying our offerings globally or, in some cases, prevent or delay
the export or import of our offerings to certain countries, governments, or persons altogether. Any change in import laws or regulations,
Trade Controls or related legislation, shift in the enforcement or scope of existing import or Trade Controls laws or regulations, or
change in the countries, governments, persons, or technologies targeted by such import or Trade Controls laws or regulations, could result
in decreased use of our offerings by, or in our decreased ability to export or sell our offerings to, existing or potential customers
with international operations. Any decreased use of our offerings or limitation on our ability to export to or sell our offerings in international
markets could adversely affect our business, financial condition and results of operations, and our ability to execute our growth strategy.
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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.
The future success of our business depends upon the continued
use of the internet as a primary medium for commerce, communication, and business applications. Federal, state, or foreign governmental
bodies or agencies have in the past adopted, and may in the future adopt, laws or regulations affecting the use of the internet as a commercial
medium. The adoption of any laws or regulations that could reduce the growth, popularity, or use of the internet, including laws or practices
limiting internet neutrality, could decrease the demand for our offerings, increase our cost of doing business, and adversely affect our
results of operations. Changes in these laws or regulations could require us to modify our offerings, or certain aspects of our offerings,
in order to comply with these changes. In addition, government agencies or private organizations have imposed and may impose additional
taxes, fees, or other charges for accessing the internet or commerce conducted via the internet. These laws or charges could limit the
growth of internet-related commerce or communications generally or result in reductions in the demand for internet-based products such
as ours. In addition, the use of the internet as a business tool could be harmed due to delays in the development or adoption of new standards
and protocols to handle increased demands of internet activity, security, reliability, cost, ease-of-use, accessibility, and quality of
service. Further, our platform depends on the quality of our customers’ and end users’ access to the internet.
On June 11, 2018, the repeal of the Federal Communications
Commission’s (the “FCC”), “net neutrality” rules took effect and returned to a “light-touch”
regulatory framework. The prior rules were designed to ensure that all online content is treated the same by internet service providers
and other companies that provide broadband services. Additionally, on September 30, 2018, California enacted the California internet Consumer
Protection and Net Neutrality Act of 2018, making California the fourth state to enact a state-level net neutrality law since the FCC
repealed its nationwide regulations, mandating that all broadband services in California must be provided in accordance with state net
neutrality requirements. The U.S. Department of Justice has sued to block the law going into effect, and California has agreed to delay
enforcement until the resolution of the FCC’s repeal of the federal rules. A number of other states are considering legislation
or executive actions that would regulate the conduct of broadband providers. We cannot predict whether the FCC order or state initiatives
will be modified, overturned, or vacated by legal action of the court, federal legislation, or the FCC. With the repeal of net neutrality
rules in effect, we could incur greater operating expenses, which could harm our results of operations.
As the internet continues to experience growth in the number
of users, frequency of use, and amount of data transmitted, the internet infrastructure that we and our customers and end users rely on
may be unable to support the demands placed upon it. The failure of the internet infrastructure that we or our customers and end users
rely on, even for a short period of time, could adversely affect our business, financial condition, and results of operations. In addition,
the performance of the internet and its acceptance as a business tool has been harmed by “viruses,” “worms” and
similar malicious programs and the internet has experienced a variety of outages and other delays as a result of damage to portions of
its infrastructure. If the use of the internet is adversely affected by these issues, demand for our offerings could decline.
Internet access is frequently provided by companies that have
significant market power and the ability to take actions that degrade, disrupt, or increase the cost of user access to our offerings.
As demand for online media increases, there can be no assurance that internet and network service providers will continue to price their
network access services on reasonable terms. The distribution of online media requires delivery of digital content files and providers
of network access and distribution may change their business models and increase their prices significantly, which could slow the widespread
adoption of such services. We could incur greater operating expenses and our customer acquisition and retention could be negatively impacted
if network operators:
| • |
implement usage-based pricing; |
| • |
discount pricing for competitive products; |
| • |
otherwise materially change their pricing rates or schemes; |
| • |
charge us to deliver our traffic at certain levels or at all; |
| • |
throttle traffic based on its source or type; |
| • |
implement bandwidth caps or other usage restrictions; or |
| • |
otherwise try to monetize or control access to their networks. |
52
In order for our services to be successful, there must be a reasonable
price model in place to allow for the continuous distribution of digital media files. We have limited or no control over the extent to
which any of these circumstances may occur, and if network access or distribution prices rise, our business, financial condition and results
of operations would likely be adversely affected.
Our business may be adversely affected by third-party
claims, including by governmental bodies, regarding the content and advertising distributed through our offerings.
We rely on our customers to secure the rights to redistribute
content over the internet, and we do not screen the content that is distributed through our offerings. There is no assurance that our
customers have licensed all rights necessary for distribution, including internet distribution. Other parties may claim certain rights
in the content of our customers.
In the event that our customers do not have the necessary distribution
rights related to content, we may be required to cease distributing such content, or we may be subject to lawsuits and claims of damages
for infringement of such rights. If these claims arise with frequency, the likelihood of our business being adversely affected would rise
significantly. In some cases, we may have rights to indemnification or claims against our customers if they do not have appropriate distribution
rights related to specific content items, however there is no assurance that we would be successful in any such claim.
We do not screen the content that is distributed through our
offerings. Content may be distributed through our platform that is illegal or unlawful under international, federal, state, or local laws
or the laws of other countries. We may face lawsuits, claims or even criminal charges for such distribution, and we may be subject to
civil, regulatory, or criminal sanctions and damages for such distribution. Any such claims or investigations could adversely affect our
business, financial condition, and results of operations.
Actions by governments to restrict access to
our offerings in their countries or to require us to disclose or provide access to information in our possession could harm our business,
financial condition, and results of operations.
Our business depends on the ability of our customers and end
users to access the internet, and our offerings could be blocked or restricted in some countries for various reasons. Further, it is possible
that governments of one or more foreign countries may seek to limit access to, or certain features of, our offerings in their countries,
or impose other restrictions that may affect the availability of our offerings, or certain features of our offerings, in their countries
for an extended period of time or indefinitely. For example, Russia and China are among a number of countries that have recently blocked
certain online services, including Amazon Web Services (which is one of our cloud hosting providers), making it very difficult for such
services to access those markets. In addition, governments in certain countries may seek to restrict or prohibit access to our offerings
if they consider us to be in violation of their laws (including privacy laws) and may require us to disclose or provide access to information
in our possession. If we fail to anticipate developments in the law or fail for any reason to comply with relevant law, our offerings
could be further blocked or restricted and we could be exposed to significant liability that could harm our business. In the event that
access to our offerings is restricted, in whole or in part, in one or more countries, or our competitors are able to successfully penetrate
geographic markets that we cannot access, our ability to add new customers or renew or expand the value of our existing customers’
subscriptions may be adversely affected, which could have a material adverse effect on our business, financial condition and results of
operations.
Failure to comply with anti-bribery, anti-corruption,
anti-money laundering laws, and similar laws, could subject us to penalties and other adverse consequences.
We are subject to the U.S. Foreign Corrupt Practices Act of 1977,
as amended (the “FCPA”), the U.S. domestic bribery statute contained in 18 U.S.C. § 201, the U.S. Travel Act, the USA
PATRIOT Act, the United Kingdom Bribery Act 2010, the Proceeds of Crime Act 2002, Chapter 9 (sub-chapter 5) of the Israeli Criminal Law,
5737-1977, the Israeli Prohibition on Money Laundering Law, 5760–2000 and other anti-bribery and anti-money laundering laws in countries
in which we conduct our activities. Anti-corruption and anti-bribery laws have been enforced aggressively in recent years and are interpreted
broadly to generally prohibit companies, their employees, and their third-party intermediaries from authorizing, offering, or providing,
directly or indirectly, improper payments or benefits to recipients in the public or private sector.
53
We sometimes leverage third parties to sell our offerings and
conduct our business abroad. We and our third-party intermediaries may have direct or indirect interactions with officials and employees
of government agencies or state-owned or affiliated entities and may be held liable for the corrupt or other illegal activities of these
third-party business partners and intermediaries, our employees, representatives, contractors, partners, and agents, even if we do not
explicitly authorize such activities. We cannot assure you that our employees and agents will not take actions in violation of applicable
law, for which we may be ultimately held responsible. As we increase our international sales and business operations, our risks under
these laws are likely to increase.
Any actual or alleged violation of the FCPA or other applicable
anti-bribery, anti-corruption or anti-money laundering laws could result in whistleblower complaints, sanctions, settlements, prosecution,
enforcement actions, fines, damages, adverse media coverage, investigations, loss of export privileges, severe criminal or civil sanctions,
or suspension or debarment from U.S. government contracts, any of which would adversely affect our reputation, as well as our business,
financial condition, results of operations and growth prospects. Responding to any investigation or action would likely result in a materially
significant diversion of management’s attention and resources and significant defense costs and other professional fees. In addition,
the U.S. government may seek to hold us liable for successor liability for FCPA violations committed by companies in which we invest or
that we acquire.
Changes in financial accounting standards or
practices may cause adverse, unexpected financial reporting fluctuations and affect our results of operations.
The accounting rules and regulations that we must comply with
are complex and subject to interpretation by the Financial Accounting Standards Board (the “FASB”), the SEC and various bodies
formed to promulgate and interpret appropriate accounting principles. Recent actions and public comments from the FASB and the SEC have
focused on the integrity of financial reporting and internal controls. In addition, many companies’ accounting policies are being
subject to heightened scrutiny by regulators and the public. Further, the accounting rules and regulations are continually changing in
ways that could materially impact our financial statements.
We cannot predict the impact of future changes to accounting
principles or our accounting policies on our financial statements going forward, which could have a significant effect on our reported
financial results and could affect the reporting of transactions completed before the announcement of the change. In addition, if we were
to change our critical accounting estimates, including those related to the recognition of subscription revenue and other revenue sources,
our operating results could be significantly affected.
Changes in U.S. and foreign tax laws could
have a material adverse effect on our business, cash flow, results of operations, or financial conditions.
We are subject to taxation in several countries, including the
United States and Israel; changes in tax laws or challenges to our tax positions could adversely affect our business, results of operations,
and financial condition. As such, we are subject to tax laws, regulations, and policies of the U.S. federal, state, and local governments
and of comparable taxing authorities in foreign jurisdictions. Changes in tax laws in these jurisdictions could cause us to experience
fluctuations in our tax obligations and effective tax rates in the future and otherwise adversely affect our tax positions and/or our
tax liabilities. In particular, the U.S. presidential administration and members of the U.S. Congress have proposed significant changes
in U.S. federal income tax law, which could affect us and our business. For example, these proposals include, among others, a permanent
increase in corporate tax rates, an increase in the tax rate applicable to global intangible low-taxed income and elimination or restriction
of certain related exemptions, and the imposition of minimum taxes or surtaxes on certain types of income. These proposals are being considered
by the U.S. Congress, but the likelihood of these or other changes being enacted or implemented is unclear. We are currently unable to
predict whether these or other changes will occur and, if so, the ultimate impact on our business. To the extent that such changes have
a negative impact on us or our consumers, including as a result of related uncertainty, these changes may materially and adversely impact
our business, financial condition, results of operations and cash flow. There can be no assurance that our effective tax rates, tax payments,
tax credits, or incentives will not be adversely affected by changes in tax laws in various jurisdictions.
54
In addition, the Organization for Economic Cooperation and Development
(“OECD”), with the support of the G20, initiated the base erosion and profit shifting (“BEPS”) project in 2013
in response to concerns that changes were needed to international tax laws. In November 2015, the G20 finance ministers adopted final
BEPS reports designed to prevent, among other things, the artificial shifting of income to low-tax jurisdictions, and legislation to adopt
and implement the standards set forth in such reports has been enacted or is currently under consideration in a number of jurisdictions.
In May 2019, the OECD published a “Programme of Work,” which was divided into two pillars. Pillar One focused on the allocation
of group profits among taxing jurisdictions based on a market-based concept rather than the historical “permanent establishment”
concept. Pillar Two, among other things, introduced a global minimum tax. More recently, 137 member jurisdictions of the G20/OECD Inclusive
Framework on BEPS joined the “Statement on a Two-Pillar Solution to Address the Tax Challenges Arising from the Digitalisation of
the Economy” which sets forth the key terms of such two-pillar solution, including a reallocation of taxing rights among market
jurisdictions under Pillar One and a global minimum tax rate of 15% under Pillar Two. As this framework is subject to further negotiation,
final approval by the G20, and implementation by each member country, the timing and ultimate impact of any such changes on our tax obligations
are uncertain. These changes, if and when enacted, by various countries in which we do business may increase our taxes in these countries.
The foregoing tax changes and other possible future tax changes may have an adverse impact on us, our business, financial condition, results
of operations and cash flow.
Unanticipated changes in effective tax rates
or adverse outcomes resulting from examination of our income or other tax returns could expose us to greater than anticipated tax liabilities.
The tax laws applicable to our business, including the laws of
the United States, Israel, and other jurisdictions, are subject to interpretation, and certain jurisdictions may aggressively interpret
their laws in an effort to raise additional tax revenue. The taxing authorities of the jurisdictions in which we operate may challenge
our methodologies for valuing developed technology or intercompany arrangements or our revenue recognition policies, which could increase
our worldwide effective tax rate and adversely affect our financial position and results of operations. It is possible that tax authorities
may disagree with certain positions we have taken, and any adverse outcome of such a review or audit could have a negative effect on our
business, financial condition, and results of operations. Further, the determination of our worldwide provision for income taxes and other
tax liabilities requires significant judgment by management, and there are transactions where the ultimate tax determination is uncertain.
Although we believe that our estimates are reasonable, the ultimate tax outcome may differ from the amounts recorded in our consolidated
financial statements and may materially affect our financial results in the period or periods for which such determination is made.
Our corporate structure and intercompany arrangements
are subject to the tax laws of various jurisdictions, and we could be obligated to pay additional taxes, which would adversely affect
our results of operations.
Based on our current corporate structure, we are subject to taxation
in several jurisdictions around the world with increasingly complex tax laws, the application of which can be uncertain. The amount of
taxes we pay in these jurisdictions could increase substantially as a result of changes in the applicable tax principles, including increased
tax rates, new tax laws or revised interpretations of existing tax laws and precedents. The authorities in these jurisdictions could review
our tax returns or require us to file tax returns in jurisdictions in which we are not currently filing, and could impose additional tax,
interest, and penalties. These authorities could also claim that various withholding requirements apply to us or our subsidiaries, assert
that benefits of tax treaties are not available to us or our subsidiaries, or challenge our methodologies for valuing developed technology
or intercompany arrangements, including our transfer pricing. The relevant taxing authorities may determine that the manner in which we
operate our business does not achieve the intended tax consequences. If such a disagreement were to occur, and our position was not sustained,
we could be required to pay additional taxes, interest, and penalties. Such authorities could claim that various withholding requirements
apply to us or our subsidiaries or assert that benefits of tax treaties are not available to us or our subsidiaries. Any increase in the
amount of taxes we pay or that are imposed on us could increase our worldwide effective tax rate and adversely affect our business, financial
condition, and results of operations.
55
We could be required to collect additional
sales, use, value added, digital services or other similar taxes or be subject to other liabilities that may increase the costs our clients
would have to pay for our offerings and adversely affect our results of operations.
We collect sales, value added and other similar taxes in a number
of jurisdictions. One or more U.S. states or countries may seek to impose incremental or new sales, use, value added, digital services,
or other tax collection obligations on us. Further, an increasing number of U.S. states have considered or adopted laws that attempt to
impose tax collection obligations on out-of-state companies. Additionally, the Supreme Court of the United States has ruled that online
sellers can be required to collect sales and use tax despite not having a physical presence in the state of the customer. As a result,
U.S. states and local governments may adopt, or begin to enforce, laws requiring us to calculate, collect, and remit taxes on sales in
their jurisdictions, even if we have no physical presence in that jurisdiction. A successful assertion by one or more U.S. states requiring
us to collect taxes where we presently do not do so, or to collect more taxes in a jurisdiction in which we currently do collect some
taxes, could result in substantial liabilities, including taxes on past sales, as well as interest and penalties. Furthermore, certain
jurisdictions, such as the United Kingdom and France, have recently introduced a digital services tax, which is generally a tax on gross
revenue generated from users or customers located in those jurisdictions, and other jurisdictions have enacted or are considering enacting
similar laws. A successful assertion that we should have been or should currently be collecting additional sales, use, value added, digital
services or other similar taxes in a particular jurisdiction could, among other things, result in substantial tax payments, create significant
administrative burdens for us, discourage potential customers from subscribing to our platform due to the incremental cost of any such
sales or other related taxes, or otherwise adversely affect our business.
Our ability to use our net operating loss carryforwards
to offset future taxable income may be subject to certain limitations.
As of December 31, 2021 we had U.S. federal net operating loss
carryforwards of approximately $275 million and U.S. state net operating loss carryforwards of approximately $168 million, which may be
utilized against future income taxes. Limitations imposed by the applicable jurisdictions on our ability to utilize net operating loss
carryforwards, including with respect to the net operating loss carryforwards of companies that we have acquired or may acquire in the
future, could cause us to become an income tax payer earlier than we would become otherwise if such limitations were not in effect and
could cause such net operating loss carryforwards to expire unused, in each case reducing or eliminating the benefit of such net operating
loss carryforwards. Future changes in our stock ownership could result in an ownership change that subjects us to limitations on our ability
to utilize net operating loss forwards to offset future income. Furthermore, we may not be able to generate sufficient taxable income
to utilize our net operating loss carryforwards before they expire. If any of these events occur, we may not derive some or all of the
expected benefits from our net operating loss carryforwards. Also, any available net operating loss carryforwards would have value only
to the extent there is income in the future against which such net operating loss carryforwards may be offset. For these reasons, we may
not be able to realize a tax benefit from the use of our net operating loss carryforwards, whether or not we attain profitability. We
have recorded a full valuation allowance related to our carryforwards due to the uncertainty of the ultimate realization of the future
benefits of those assets.
Risks Related to Our Operations in Israel
Political, economic, and military conditions
in Israel could materially and adversely affect our business.
We have offices near Tel Aviv, Israel where our primary research
and development, human resources, and certain other finance and administrative activities are based. In addition, a number of our officers
and directors, as well as our co-founders, are residents of Israel. As of December 31, 2021, we had 474 full-time employees in Israel.
Accordingly, political, economic, and military conditions in Israel and the surrounding region may directly affect our business and operations.
Since the establishment of the State of Israel in 1948, a number of armed conflicts have taken place between Israel and its neighboring
countries, as well as terrorist acts committed within Israel by hostile elements. In recent years, Israel has been engaged in sporadic
armed conflicts with Hamas, an Islamist terrorist group that controls the Gaza Strip, with Hezbollah, an Islamist terrorist group that
controls large portions of southern Lebanon, and with Iranian-backed military forces in Syria. In addition, Iran has threatened to attack
Israel and may be developing nuclear weapons. Some of these hostilities were accompanied by missiles being fired against civilian targets
in various parts of Israel, including areas in which our employees, and some of our consultants are located, and negatively affected business
conditions in Israel. Any hostilities, armed conflicts, terrorist activities involving Israel or the interruption or curtailment of trade
between Israel and its trading partners, or any political instability in the region could adversely affect business conditions and our
results of operations and could make it more difficult for us to raise capital. Specifically, our operations could be disrupted by the
obligations of our personnel to perform military service. Many of our employees based in Israel may be called upon to perform military
reserve duty and, in emergency circumstances, may be called to immediate and unlimited active duty. If this were to occur, our operations
could be disrupted by the absence of a significant number of employees, which could materially adversely affect our business and results
of operations. Parties with whom we do business have sometimes declined to travel to Israel during periods of heightened unrest or tension,
forcing us to make alternative arrangements when necessary in order to meet our business partners face to face. In addition, the political
and security situation in Israel may result in parties with whom we have agreements involving performance in Israel claiming that they
are not obligated to perform their commitments under those agreements pursuant to force majeure provisions in such agreements.
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Continued hostilities between Israel and its neighbors and any
future armed conflict, terrorist activity or political instability in the region could adversely affect our operations in Israel and adversely
affect the market price of our common stock. An escalation of tensions or violence might result in a significant downturn in the economic
or financial condition of Israel, which could have a material adverse effect on our operations in Israel and our business.
Our commercial insurance does not cover losses that may occur
as a result of events associated with war and terrorism. Although the Israeli government currently covers the reinstatement value of direct
damages that are caused by terrorist attacks or acts of war, we cannot assure you that this government coverage will be maintained or
that it will sufficiently cover our potential damages. Any losses or damages incurred by us could have a material adverse effect on our
business. Any armed conflicts or political instability in the region would likely negatively affect business conditions and could adversely
affect our results of operations.
Further, in the past, the State of Israel and Israeli companies
have been subjected to economic boycotts. Several countries still restrict business with the State of Israel and with Israeli companies.
These restrictive laws and policies may have an adverse impact on our operating results, financial condition, or the expansion of our
business. A campaign of boycotts, divestment and sanctions has been undertaken against Israel, which could also adversely impact our business.
Israel’s most recent general elections were held on April 9,
2019, September 17, 2019, March 2, 2020, and March 23, 2021. Uncertainty surrounding future elections and/or the results of
such elections in Israel may continue and the political situation in Israel may further deteriorate. Actual or perceived political instability
in Israel or any negative changes in the political environment, may individually or in the aggregate adversely affect the Israeli economy
and, in turn, our business, financial condition, results of operations and growth prospects.
Certain tax benefits that are available to
us require us to continue to meet various conditions and may be terminated or reduced in the future, which could increase our costs and
taxes.
Some of our operations in Israel may entitle us to certain tax
benefits under the Law for the Encouragement of Capital Investments, 5719-1959, or the Investment Law. If we do not meet the requirements
for maintaining these benefits, they may be reduced or cancelled and the relevant operations would be subject to Israeli corporate tax
at the standard rate, which is set at 23% in 2021 and thereafter. In addition to being subject to the standard corporate tax rate, we
could be required to refund any tax benefits that we have already received, plus interest and penalties thereon. Even if we continue to
meet the relevant requirements, the tax benefits that our current “Preferred Enterprise” is entitled to may not be continued
in the future at their current levels or at all. If these tax benefits were reduced or eliminated, the amount of taxes that we pay would
likely increase, as all of our operations would consequently be subject to corporate tax at the standard rate, which could adversely affect
our results of operations. Additionally, if we increase our activities outside of Israel, for example, by way of acquisitions, our increased
activities may not be eligible for inclusion in Israeli tax benefits programs.
57
Risks Related to Ownership of our Common Stock
The market price for our common stock may be
volatile or may decline regardless of our operating performance, and you may not be able to resell your shares at or above the price at
which you purchased your shares.
The market price of our common stock may be highly volatile and
may fluctuate or decline substantially as a result of a variety of factors, many of which are beyond our control, including:
| • |
actual or anticipated changes or fluctuations in our results of operations; |
| • |
the guidance we may provide to analysts and investors from time to time, and any changes in, or our failure to perform in line with,
such guidance; |
| • |
announcements by us or our competitors of new offerings or new or terminated contracts, commercial relationships, or capital commitments;
|
| • |
industry or financial analyst or investor reaction to our press releases, other public announcements, and filings with the SEC;
|
| • |
rumors and market speculation involving us or other companies in our industry; |
| • |
future sales or expected future sales of our common stock; |
| • |
investor perceptions of us and the industries in which we operate; |
| • |
price and volume fluctuations in the overall stock market from time to time; |
| • |
changes in operating performance and stock market valuations of other technology companies generally, or those in our industry in
particular; |
| • |
failure of industry or financial analysts to maintain coverage of us, the issuance of new or updated reports or recommendations by
any analysts who follow our company, or our failure to meet the expectations of investors; |
| • |
actual or anticipated developments in our business or our competitors’ businesses or the competitive landscape generally;
|
| • |
litigation involving us, other companies in our industry or both, or investigations by regulators into our operations or those of
our competitors; |
| • |
developments or disputes concerning our intellectual property or proprietary rights or our solutions, or third-party intellectual
or proprietary rights; |
| • |
announced or completed acquisitions of businesses or technologies, or other strategic transactions by us or our competitors;
|
| • |
actual or perceived breaches of, or failures relating to, privacy, data protection or data security; |
| • |
new laws or regulations or new interpretations of existing laws or regulations applicable to our business; |
| • |
actual or anticipated changes in our management or our board of directors; |
| • |
general economic conditions and slow or negative growth of our target markets; and |
| • |
other events or factors, including those resulting from war, incidents of terrorism or responses to these events. |
58
Furthermore, the stock market has experienced extreme volatility
that in some cases has been unrelated or disproportionate to the operating performance of particular companies. These and other factors
may cause the market price and demand for our common stock to fluctuate substantially, which may limit or prevent investors from readily
selling their shares of common stock and may otherwise negatively affect the liquidity of our common stock. In addition, in the past,
when the market price of a stock has been volatile, holders of that stock have sometimes instituted securities class action litigation
against the company that issued the stock. If any of our stockholders were to bring a lawsuit against us, we could incur substantial costs
defending the lawsuit. Such a lawsuit could also divert the time and attention of our management from our business.
An active public trading market may not develop
or be sustained.
An active public trading market for our common stock may not
develop or, if developed, it may not be sustained. The lack of an active market may impair your ability to sell your shares at the time
you wish to sell them or at a price that you consider reasonable. The market price of our common stock may decline and you may not be
able to resell your shares of our common stock at or above the price at which you purchased your shares, or at all. The lack of an active
trading market may also reduce the fair value of your shares. An inactive market may also impair our ability to raise capital by selling
shares of our common stock and may impair our ability to acquire other companies or technologies by using our common stock as consideration.
Our principal stockholders continue to have
significant influence over us.
Our principal stockholders each holding more than 5% of our outstanding
common stock collectively beneficially owned a majority of our outstanding common stock as of December 31, 2021. These stockholders
or their affiliates will be able to exert significant influence over us and, if acting together, will be able to control matters requiring
stockholder approval, including the election of directors and approval of significant corporate transactions, including a merger, consolidation,
or sale of all or substantially all of our assets and the issuance or redemption of equity interests in certain circumstances. The interests
of these stockholders may not always coincide with, and in some cases may conflict with, our interests and the interests of our other
stockholders. For instance, these stockholders could attempt to delay or prevent a change in control of our company, even if such change
in control would benefit our other stockholders, which could deprive our stockholders of an opportunity to receive a premium for their
common stock. This concentration of ownership may also affect the prevailing market price of our common stock due to investors’
perceptions that conflicts of interest may exist or arise. As a result, this concentration of ownership may not be in your best interests.
Future sales of substantial amounts of our
common stock in the public markets, or the perception that such sales might occur, could reduce the price that our common stock might
otherwise attain.
Future sales of a substantial number of shares of our common
stock in the public market, particularly sales by our directors, executive officers, and significant stockholders, or the perception that
these sales could occur, could adversely affect the market price of our common stock and may make it more difficult for you to sell your
common stock at a time and price that you deem appropriate. As of February 18, 2022, we had 127,065,210 shares of our common stock
outstanding. All shares of our common stock may be resold in the public market immediately without restriction, unless restricted as a
result of securities laws or purchased or held by one of our affiliates, in which case the resale of such securities will generally be
subject to volume limitations and other requirements under Rule 144 of the Securities Act.
In addition, a significant portion of the holders of our common
stock are entitled to certain rights with respect to the registration of these shares under the Securities Act pursuant to our Investors’
Rights Agreement. We have also registered the offer and sale of all common stock that we may issue from time to time under our equity
compensation plans. Once we register these shares, they will be freely tradable in the public market.
The market price of our common stock may drop significantly when
we register the sale of our stockholders’ remaining shares of our common stock or if there is an expectation that such a registration
of shares will occur. A decline in the trading price of our common stock might impede our ability to raise capital through the issuance
of additional shares of our common stock or other equity securities and may impair your ability to sell shares of our common stock at
a price higher than the price you paid for them or at all.
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Your ownership and voting power may be diluted
by the issuance of additional shares of our common stock in connection with financings, acquisitions, investments, our equity incentive
plans or otherwise.
We have 872,934,790 shares of common stock authorized but unissued,
based on the number of shares of our common stock outstanding as of February 18, 2022. Subject to compliance with applicable rules
and regulations, we may issue common stock or securities convertible into common stock from time to time for the consideration and on
the terms and conditions established by our board of directors in its sole discretion, whether in connection with a financing, acquisition,
investment, our equity incentive plans or otherwise. As of December 31, 2021, we had 32,702,963 shares of our common stock issuable
upon the exercise of outstanding options at a weighted average exercise price of $3.98 per share, 17,906,181 of which were vested
as of such date, 4,924,417 shares of our common stock issuable upon the vesting of restricted stock units and 2,002,162 additional shares
of our common stock reserved for future issuance under our 2021 Incentive Award Plan. Any additional shares of common stock that we issue,
including under our 2021 Incentive Award Plan or other equity incentive plans that we may adopt in the future, or in connection with the
exercise of outstanding warrants, would dilute the percentage ownership and voting power held by existing stockholders. In the future,
we may also issue additional securities if we need to raise capital, including, but not limited to, in connection with acquisitions, which
could constitute a material portion of our then-outstanding shares of common stock. Any such issuance could substantially dilute the ownership
and voting power of our existing stockholders and cause the market price of our common stock to decline.
We may issue shares of preferred stock in the
future, which could make it difficult for another company to acquire us or could otherwise adversely affect holders of our common stock,
which could depress the price of our common stock.
Our Certificate of Incorporation authorizes us to issue one or
more series of preferred stock. Our board of directors have the authority to determine the preferences, limitations, and relative rights
of the shares of preferred stock and to fix the number of shares constituting any series and the designation of such series, without any
further vote or action by our stockholders. Our preferred stock could be issued with voting, liquidation, dividend, and other rights superior
to the rights of our common stock. The potential issuance of preferred stock may delay or prevent a change in control of our company,
discouraging bids for our common stock at a premium to the market price, and materially and adversely affect the market price and the
voting and other rights of the holders of our common stock.
Anti-takeover provisions in our governing documents
and under Delaware law could make an acquisition of our company more difficult, limit attempts by our stockholders to replace or remove
our current management, and depress the market price of our common stock.
We are a Delaware corporation, and the anti-takeover provisions
of Delaware law impose various impediments to the ability of a third party to acquire control of us, even if a change of control would
be beneficial to our existing stockholders. In addition, our Certificate of Incorporation and Bylaws contain provisions that could have
the effect of rendering more difficult, delaying or preventing an acquisition deemed undesirable by our board of directors, including
transactions in which stockholders might otherwise receive a premium for their shares. Among others, our Certificate of Incorporation
and Bylaws include the following provisions:
| • |
the delegation to our board of directors of the exclusive right to expand the size of our board of directors and to elect directors
to fill a vacancy created by any such expansion or the resignation, death or removal of a director, which will prevent stockholders from
being able to fill vacancies on our board of directors; |
| • |
the division of our board of directors into three classes, with each class serving staggered three-year terms, which may delay the
ability of stockholders to change the membership of a majority of our board of directors; |
60
| • |
limitations on convening special stockholder meetings, which could make it difficult for our stockholders to adopt desired governance
changes; |
| • |
advance notice procedures, which apply for stockholders to nominate candidates for election as directors or to bring matters before
an annual meeting of stockholders, which may discourage or deter a potential acquirer from conducting a solicitation of proxies to elect
the acquirer’s own slate of directors or otherwise attempting to obtain control of our company; |
| • |
a prohibition on stockholder action by written consent, which means that our stockholders will only be able to take action at a meeting
of stockholders; |
| • |
a forum selection clause, which means certain litigation against us can only be brought in Delaware; |
| • |
no authorization of cumulative voting, which limits the ability of minority stockholders to elect director candidates; |
| • |
directors will only be able to be removed for cause and only by the affirmative vote of two-thirds of the then outstanding voting
power of our capital stock; |
| • |
certain amendments to our Certificate of Incorporation and Bylaws will require the approval of two-thirds of the then outstanding
voting power of our capital stock; |
| • |
the affirmative vote of two-thirds of the then-outstanding voting power of our capital stock, voting as a single class, will be required
for stockholders to amend or adopt any provision of our Bylaws; and |
| • |
the authorization of undesignated or “blank check” preferred stock, the terms of which may be established and shares
of which may be issued without further action by our stockholders, which could be used to significantly dilute the ownership and voting
rights of a hostile acquirer. |
These provisions, alone or together, could delay or prevent hostile
takeovers and changes in control or changes in our management. In addition, as a Delaware corporation, we are also subject to Section 203
of the Delaware General Corporation Law (“DGCL”), which prevents stockholders holding more than 15% of our outstanding common
stock from engaging in certain business combinations unless (i) prior to the time such stockholder became an interested stockholder,
the board approved the transaction that resulted in such stockholder becoming an interested stockholder, (ii) upon consummation of
the transaction that resulted in such stockholder becoming an interested stockholder, the interested stockholder owned 85% of the common
stock or (iii) following board approval, the business combination receives the approval of the holders of at least two-thirds of
our outstanding common stock not held by such interested stockholder.
Any provision of our Certificate of Incorporation, Bylaws or
Delaware law that has the effect of delaying, preventing, or deterring a change in control could limit the opportunity for our stockholders
to receive a premium for their shares of our common stock. Even in the absence of a takeover attempt, the existence of these provisions
may adversely affect the prevailing market price of our common stock if they are viewed by investors as discouraging future takeover attempts
or other transactions that may be in the best interests of our stockholders or that may otherwise enable them to obtain a greater return
on their investment, which may impair your ability to sell shares of our common stock at a price greater than the price you paid for them
or at all.
61
Our Certificate of Incorporation provides that
the Court of Chancery of the State of Delaware will be the sole and exclusive forum for substantially all disputes between us and our
stockholders, and federal district courts will be the sole and exclusive forum for Securities Act claims, which could limit our stockholders’
ability to obtain a favorable judicial forum for disputes with us or our directors, officers, or employees.
Our Certificate of Incorporation provides that, unless we consent
to the selection of an alternative forum, the Court of Chancery of the State of Delaware is the sole and exclusive forum for: (a) any
derivative action or proceeding brought on our behalf; (b) any action asserting a claim of breach of fiduciary duty owed by any of
our directors, officers, employees or other agents to us or to our stockholders; (c) any action asserting a claim arising pursuant
to the DGCL, our Certificate of Incorporation or Bylaws (as either may be amended and/or restated), or as to which the DGCL confers exclusive
jurisdiction on the Court of Chancery of the State of Delaware; or (d) any action asserting a claim governed by the internal affairs
doctrine. Under our Certificate of Incorporation, this exclusive forum provision will not apply to claims which are vested in the exclusive
jurisdiction of a court or forum other than the Court of Chancery of the State of Delaware, or for which the Court of Chancery of the
State of Delaware does not have subject matter jurisdiction. For instance, the provision would not apply to actions arising under federal
securities laws, including suits brought to enforce any liability or duty created by the Securities Act, Exchange Act, or the rules and
regulations thereunder. Our Certificate of Incorporation further provides that, unless we consent in writing to the selection of an alternative
forum, the federal district courts of the United States of America shall, to the fullest extent permitted by law, be the sole and exclusive
forum for the resolution of any complaint asserting a cause of action arising under the Securities Act. The choice of forum provisions
may limit a stockholder’s ability to bring a claim in a judicial forum that it finds favorable for disputes with us or our directors,
officers, employees, or other agents, which may discourage such lawsuits against us and our directors, officers, employees, and other
agents. Alternatively, if a court were to find the choice of forum provisions contained in our Certificate of Incorporation to be inapplicable
or unenforceable in an action, we may incur additional costs associated with resolving such action in other jurisdictions, which could
adversely affect our business, financial condition, and results of operations.
Our Certificate of Incorporation provides that
the doctrine of “corporate opportunity” will not apply with respect to any director or stockholder who is not employed by
us or our subsidiaries.
The doctrine of corporate opportunity generally provides that
a corporate fiduciary may not develop an opportunity using corporate resources, acquire an interest adverse to that of the corporation
or acquire property that is reasonably incident to the present or prospective business of the corporation or in which the corporation
has a present or expectancy interest, unless that opportunity is first presented to the corporation and the corporation chooses not to
pursue that opportunity. The doctrine of corporate opportunity is intended to preclude officers or directors or other fiduciaries from
personally benefiting from opportunities that belong to the corporation. Our Certificate of Incorporation, to the fullest extent permitted
from time to time by Delaware law, renounces any interest or expectancy that we otherwise would have in, and all rights to be offered
an opportunity to participate in, any business opportunity that from time to time may be presented to any director or stockholder who
is not employed by us or our subsidiaries (each such person, an “exempt person”). In addition, to the fullest extent permitted
by law, if an exempt person acquires knowledge of a potential transaction or other business opportunity which may be a corporate opportunity
for itself or himself or its or his affiliates or for us or our subsidiaries, such exempt person will have no duty to communicate or offer
such transaction or business opportunity to us or any of our subsidiaries and such exempt person may take any such opportunity for themselves
or offer it to another person or entity.
As a result, certain of our stockholders, directors and their
respective affiliates will not be prohibited from operating or investing in competing businesses. We therefore may find ourselves in competition
with certain of our stockholders, directors, or their respective affiliates, and we may not have knowledge of, or be able to pursue, transactions
that could potentially be beneficial to us. Accordingly, we may lose a corporate opportunity or suffer competitive harm, which could negatively
impact our business and growth prospects.
Our management team has limited experience
managing a public company, and the requirements of being a public company may strain our resources, divert management’s attention,
and affect our ability to attract and retain qualified board members.
As a public company listed in the United States, we will incur
significant additional legal, accounting, and other expenses. In addition, changing laws, regulations, and standards relating to corporate
governance and public disclosure, including regulations implemented by the SEC and Nasdaq, may increase legal and financial compliance
costs, and make some activities more time consuming. These laws, regulations and standards are subject to varying interpretations, and
as a result, their application in practice may evolve over time as new guidance is provided by regulatory and governing bodies.
62
Most members of our management team have little experience managing
a publicly traded company, interacting with public company investors, and complying with the increasingly complex laws pertaining to public
companies. Our management team may not successfully or efficiently manage our transition to being a public company that is subject to
significant regulatory oversight and reporting obligations under the federal securities laws and the continuous scrutiny of securities
analysts and investors. Furthermore, we are committed to maintaining high standards of corporate governance and public disclosure, and
our efforts to establish the corporate infrastructure required of a public company and to comply with evolving laws, regulations and standards
are likely to divert management’s time and attention away from revenue-generating activities to compliance activities, which may
prevent us from implementing our business strategy and growing our business. Moreover, we may not be successful in implementing these
requirements. If we do not effectively and efficiently manage our transition into a public company and continue to develop and implement
the right processes and tools to manage our changing enterprise and maintain our culture, our ability to compete successfully and achieve
our business objectives could be impaired, which could negatively impact our business, financial condition, and results of operations.
Additionally, as a public company, we may from time to time be
subject to proposals by stockholders urging us to take certain corporate actions. If activist stockholder activity ensues, we may be required
to incur additional costs to retain the services of professional advisors, management time and attention will be diverted from our core
business operations, and perceived uncertainties as to our future direction, strategy or leadership may cause us to lose potential business
opportunities and impair our brand and reputation, any of which could materially and adversely affect our business, financial condition,
and results of operations.
In addition to increasing our legal and financial compliance
costs, the additional rules and regulations described above might also make it more difficult for us to obtain certain types of insurance,
including director and officer liability insurance, and we might be forced to accept reduced policy limits and coverage or incur substantially
higher costs to obtain the same or similar coverage. As a result, it may be more difficult for us to attract and retain qualified persons
to serve on our board of directors, on committees of our board of directors or as members of our senior management team.
We are an “emerging growth company”
and we cannot be certain if the reduced disclosure requirements applicable to emerging growth companies will make our common stock less
attractive to investors.
For so long as we remain an “emerging growth company”
as defined in the JOBS Act, we may take advantage of certain exemptions from various requirements that are applicable to public companies
that are not “emerging growth companies.” These provisions include, among other exemptions, that:
| • |
we are required to have only two years of Management’s Discussion and Analysis of Financial Condition and Results of Operations
disclosure; |
| • |
we are not required to engage an auditor to report on our internal controls over financial reporting pursuant to Section 404(b) of
the Sarbanes-Oxley Act; |
| • |
we are not required to comply with any requirement that may be adopted by the PCAOB regarding mandatory audit firm rotation or a
supplement to the auditor’s report providing additional information about the audit and the financial statements (i.e., an auditor
discussion and analysis); |
| • |
we are not required to submit certain executive compensation matters to stockholder advisory votes, such as “say-on-pay,”
“say-on-frequency” and “say-on-golden parachutes;” and |
| • |
we are not required to disclose certain executive compensation related items such as the correlation between executive compensation
and performance and comparisons of the chief executive officer’s compensation to median employee compensation. |
63
We may take advantage of these exemptions until the last day
of our fiscal year following the fifth anniversary of the closing of our IPO or such earlier time that we are no longer an emerging growth
company. We will cease to be an emerging growth company if (i) we have $1.07 billion or more in annual revenue in any fiscal year, (ii)
the market value of our common stock held by non-affiliates is at least $700 million as of the end of our most recently completed second
fiscal quarter, or (iii) we issue more than $1.0 billion of non-convertible debt over a three-year period. We have elected to take advantage
of certain of the reduced reporting and other obligations described above and intend to take advantage of reduced reporting requirements
in the future for so long as we are able to do so. The JOBS Act also permits an emerging growth company like us to delay the adoption
of certain accounting standards until those standards would otherwise apply to private companies. We have elected to use this extended
transition period for complying with new or revised accounting standards until the earlier of the date we (x) are no longer an emerging
growth company, or (y) affirmatively and irrevocably opt out of the extended transition period provided in the JOBS Act. As a result,
our consolidated financial statements and the reported results of operations contained therein may not be directly comparable to those
of other public companies.
We cannot predict if investors will find our common stock less
attractive because we may rely on these exemptions. If some investors find our common stock less attractive as a result, there may be
a less active trading market for our common stock and our stock price may decline or be more volatile.
We do not anticipate paying dividends on our
common stock in the foreseeable future. As a result, your ability to achieve a return on your investment will depend on appreciation in
the price of our common stock.
We have never declared or paid any cash dividends on our common
stock and do not anticipate paying any cash dividends on our common stock in the foreseeable future. We anticipate that we will retain
all of our available funds and any future earnings for use in the operation and expansion of our business and the repayment of outstanding
debt. Any future determination as to the payment of cash dividends will be at the discretion of our board of directors and will depend
on, among other things, our business prospects, financial condition, results of operations, current and anticipated cash needs and availability,
industry trends and other factors that our board of directors may consider to be relevant. Furthermore, because we are a holding company,
our ability to pay dividends on our common stock will depend on our receipt of cash distributions and dividends from our direct and indirect
wholly owned subsidiaries. In addition, our ability to pay cash dividends is currently restricted by the terms of the agreement governing
our Credit Facilities. Our ability to pay cash dividends on our common stock in the future may also be limited by the terms of any preferred
securities we may issue or financial and other covenants in any instruments or agreements governing any additional indebtedness we may
incur in the future. Consequently, investors who purchase shares of our common stock may be unable to realize a return on their investment
except by selling sell such shares after price appreciation, which may never occur. Our inability or decision not to pay dividends, particularly
when others in our industry have elected to do so, could also adversely affect the market price of our common stock.
General Risk Factors
Unfavorable conditions in our industry or the
global economy or reductions in information technology spending could limit our ability to grow our business and negatively affect our
results of operations.
Our results of operations may vary based on the impact of changes
in our industry and the global economy on us and our customers. Current or future economic uncertainties or downturns could adversely
affect our business, financial condition and results of operations. Negative conditions in the general economy both in the United States
and abroad, including conditions resulting from changes in gross domestic product growth, financial, and credit market fluctuations, political
turmoil, natural catastrophes, the ongoing pandemic related to COVID-19 and its variants, any other pandemic, epidemic or outbreak of
infectious disease, warfare, protests and riots, and terrorist attacks on the United States, Europe, the Asia Pacific region, or elsewhere,
could cause a decrease in business investments by our customers and potential customers, including spending on information technology,
and negatively affect the growth of our business. To the extent our offerings are perceived by customers and potential customers as discretionary,
our revenue may be disproportionately affected by delays or reductions in general information technology spending. Also, customers may
choose to develop in-house software as an alternative to using our offerings. Moreover, competitors may respond to market conditions by
lowering prices. We cannot predict the timing, strength or duration of any economic slowdown, instability or recovery, generally or within
any particular industry. If the economic conditions of the general economy or markets in which we operate do not improve, or worsen from
present levels, our business, financial condition and results of operations could be adversely affected.
64
From time to time we may provide estimates
of market opportunity and forecasts of market growth. These estimates may prove to be inaccurate, and even if the markets in which we
compete achieve the forecasted growth, our business could fail to grow at similar rates, or at all.
Any estimates of market opportunity and forecasts of market growth
that we provide may prove to be inaccurate. Market opportunity estimates and growth forecasts are subject to significant uncertainty and
are based on assumptions and estimates that may not prove to be accurate, including as a result of any of the risks described in this
Annual Report on Form 10-K.
In addition, the variables that go into the calculation of our
market opportunity are subject to change over time, and there is no guarantee that any particular number or percentage of addressable
users or companies covered by our market opportunity estimates will purchase our offerings or generate any particular level of revenue
for us. In addition, our ability to expand in any of our target markets depends on a number of factors, including the cost, performance,
and perceived value associated with our platform and those of our competitors. Even if the markets in which we compete meet the size estimates
and growth forecasted in the Prospectus, our business could fail to grow at similar rates, or at all. Our growth is subject to many factors,
including our success in implementing our business strategy, which is subject to many risks and uncertainties. Accordingly, any forecasts
of market growth that we provide should not be taken as indicative of our future growth.
If industry or financial analysts do not publish
research or reports about our business, or if they issue inaccurate or unfavorable research regarding our common stock, the market price
and trading volume of our common stock could decline.
The trading market for our common stock is influenced by the
research and reports that industry or financial analysts publish about us and our business. We do not control these analysts or the content
and opinions included in their reports. As a new public company, we may be slow to attract research coverage and the analysts who publish
information about our common stock will have had relatively little experience with our company, which could affect their ability to accurately
forecast our results and make it more likely that we fail to meet their estimates. In the event we obtain industry or financial analyst
coverage, if any of the analysts who cover us issues an inaccurate or unfavorable opinion regarding our company, the market price of our
common stock would likely decline. In addition, the share prices of many companies in the technology industry have declined significantly
after those companies have failed to meet, or significantly exceed, the financial guidance they have publicly announced or the expectations
of analysts and investors. If our financial results fail to meet, or significantly exceed, our announced guidance or the expectations
of analysts or investors, analysts could downgrade our common stock or publish unfavorable research about us. If one or more of these
analysts cease coverage of our company or fail to publish reports on us regularly, our visibility in the financial markets could decrease,
which in turn could cause the market price or trading volume of our common stock to decline.
Our disclosure controls and procedures may
not prevent or detect all errors or acts of fraud.
We are subject to the periodic reporting requirements of the
Exchange Act. We designed our disclosure controls and procedures to provide reasonable assurance that information we must disclose in
reports we file or submit under the Exchange Act is accumulated and communicated to management, and recorded, processed, summarized and
reported within the time periods specified in the rules and forms of the SEC. We believe that any disclosure controls and procedures,
no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system
are met.
These inherent limitations include the realities that judgments
in decision making can be faulty, and that breakdowns can occur because of simple error or mistake. Additionally, controls can be circumvented
by the individual acts of some persons, by collusion of two or more people or by an unauthorized override of the controls. Accordingly,
because of the inherent limitations in our control system, misstatements due to error or fraud may occur and not be detected.
65
If our estimates or judgments relating to our
critical accounting policies are based on assumptions that change or prove to be incorrect, our results of operations could fall below
the expectations of securities analysts and investors, resulting in a decline in the trading price of our common stock.
The preparation of financial statements in conformity with GAAP
requires management to make estimates and assumptions that affect the amounts reported in our consolidated financial statements and accompanying
notes. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances,
as discussed in Part II, Item 7. “Management’s Discussion and Analysis of Financial Condition and Results of Operations”
included elsewhere in this Annual Report on Form 10-K, the results of which form the basis for making judgments about the carrying values
of assets, liabilities, equity, revenue, and expenses that are not readily apparent from other sources. Our results of operations may
be adversely affected if our assumptions change or if actual circumstances differ from those in our assumptions, which could cause our
results of operations to fall below our publicly announced guidance or the expectations of securities analysts and investors, resulting
in a decline in the market price of our common stock.
Item 1B. Unresolved
Staff Comments.
Not applicable.
66
Item 2. Properties.
Our headquarters are located in New York, NY, where we lease
approximately 11,683 square feet of office space pursuant to a sublease expiring in March 2022. We recently entered into a new agreement
to lease approximately 13,815 square feet of office space in New York, NY and expect to move our headquarters to this new location by
the end of March 2022. We also lease approximately 3,860 square meters (approximately 41,549 square feet) of office space in Ramat Gan,
Israel, where our primary research and development, human resources, and certain other finance and administrative activities are based.
The lease for our research and development center expires in May 2022. We also subscribe for co-working office spaces in St. Louis, Memphis,
Sydney, Singapore, London, Lisbon, and Jerusalem. We lease all of our current facilities and do not own real estate property. We believe
that our current facilities are adequate to meet our current needs for the immediate future.
Item 3. Legal Proceedings.
From time to time, we are involved in various legal proceedings
arising from the normal course of business activities. We are not presently a party to any litigation the outcome of which, we believe,
if determined adversely to us, would individually or taken together have a material adverse effect on our business, operating results,
cash flows or financial condition. Defending such proceedings is costly and can impose a significant burden on management and employees.
We may receive unfavorable preliminary or interim rulings in the course of litigation, and there can be no assurances that favorable final
outcomes will be obtained.
Item 4. Mine Safety Disclosures.
Not applicable.
PART II
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and
Issuer Purchases of Equity Securities.
Market Information
On July 21, 2021, our common stock began trading on the Nasdaq
Global Select Market under the symbol “KLTR.” Prior to that time, there was no public market for our common stock.
Holders
As of February 23, 2022, there were 283 holders of record of our common stock.
The number of record holders does not include persons who hold shares of our common stock in nominee or “street name” accounts
through brokers.
Dividend Policy
We have never declared or paid any cash dividends on our common
stock and do not anticipate paying any cash dividends on our common stock in the foreseeable future. We anticipate that we will retain
all of our available funds and any future earnings for use in the operation and expansion of our business and to make payments on our
outstanding debt. Any future determination as to the payment of cash dividends will be at the discretion of our board of directors and
will depend on, among other things, our business prospects, financial condition, results of operations, current and anticipated cash needs
and availability, industry trends and other factors that our board of directors may consider to be relevant. Furthermore, because we are
a holding company, our ability to pay dividends on our common stock will depend on our receipt of cash distributions and dividends from
our direct and indirect wholly owned subsidiaries. In addition, our ability to pay cash dividends is currently restricted by the terms
of the agreement governing our Credit Facilities.
Recent Sales of Unregistered Securities; Purchases of Equity Securities by the Issuer
or Affiliated Purchaser
In February 2021, we issued an aggregate of 27,011 shares of
our Series C convertible preferred stock pursuant to the automatic cashless exercise of a warrant to purchase stock issued on February
3, 2011.
The issuances of the above securities was deemed to be exempt
from registration under the Securities Act in reliance upon Section 4(a)(2) of the Securities Act or Regulation D promulgated thereunder,
or Rule 701 promulgated under Section 3(b) of the Securities Act as transactions by an issuer not involving any public offering or pursuant
to benefit plans and contracts relating to compensation as provided under Rule 701. Individuals who purchased securities as described
above represented their intention to acquire the securities for investment only and not with a view to or for sale in connection with
any distribution thereof, and appropriate legends were affixed to the share certificates issued in such transactions.
The foregoing transaction did not involve any underwriters, underwriting
discounts or commissions or any public offering.
Performance Graph
The following graph and table illustrate the total return from
July 21, 2021 through December 31, 2021, for (i) our common stock, (ii) the Nasdaq Composite Index, and (iii) the Nasdaq Computer &
Data Processing Index. The graph and the table assume that $100 was invested on July 21, 2021 in each of our common stock, the Nasdaq
Composite Index, and the Nasdaq Computer & Data Processing Index, and that any dividends were reinvested.
68
The graph uses the closing market price on July 21, 2021 of $12.00
per share as the initial value of our common stock. The stock price performance of the following graph is not necessarily indicative of
future stock price performance. The comparisons reflected in the graph and table are not intended to forecast the future performance of
our stock and may not be indicative of our future performance.
Use of Proceeds
On July 23, 2021, we completed our IPO, in which we issued and
sold 15,000,000 shares of our common stock at a price to the public of $10.00 per share. On August 6, 2021, we issued and sold an additional
2,250,000 shares of our common stock at a price of $10.00 per share in connection with the underwriters’ exercise in full of their
option to purchase additional shares of our common stock. All shares sold were registered pursuant to a registration statement on Form
S-1 (File No. 333- 253699), as amended (the “Registration Statement”), declared effective by the SEC on July 20, 2021. As
of December 31, 2021, we used $22.5 million of our net proceeds from the IPO to repay the outstanding principal balance under our Revolving
Credit Facility. Such payment was not made directly or indirectly to (i) any of our officers or directors or their associates, (ii) any
persons owning 10% or more of any class of our equity securities or (iii) any of our affiliates. Other than the foregoing, there has been
no material change in the expected use of the net proceeds from our IPO as described in the Prospectus.
69
Item 6. [Reserved]
Item 7. Management’s Discussion and Analysis of Financial Condition and Results
of Operations.
You should read the following discussion and analysis of our
financial condition and results of operations together with our consolidated financial statements and related notes included elsewhere
in this Annual Report on Form 10-K. This discussion contains forward-looking statements based upon current plans, expectations and beliefs
involving risks and uncertainties. Our actual results may differ materially from those anticipated in these forward-looking statements
as a result of various factors, including those set forth in Part I, Item 1A, “Risk Factors” and other factors set forth in
other parts of this Annual Report on Form 10-K.
Overview
Our mission is to power any video experience, for any organization.
Our Video Experience Cloud powers live, real-time, and on-demand video for webinars, events, virtual classrooms, and video sites. We also
offer robust Application Programming Interfaces ("APIs") and Software Development Kits ("SDKs") for developers and industry solutions
for education and media and telecom. Our Video Experience Cloud is used by leading brands across all industries, reaching millions of
users, at home, at school and at work, for communication, collaboration, marketing, sales, customer care, learning, and entertainment
experiences. With our flexible offerings, customers can experience the benefits of video across a wide range of use cases, while customizing
their deployments to meet their individual, dynamic needs.
Our business was founded in 2006. We launched our Media Services
and Video Content Management System in 2008 and initially offered it as an Online Video Platform for online publishers and media companies.
Since then, we have capitalized on our flexible and extendable platform architecture to expand into new products, industry solutions,
and use cases:
| • |
2009: Brought to market our LMS Video solution and began selling to educational institutions |
| • |
2011: Released our Video Sites product and started selling to enterprises |
| • |
2013: Expanded into live video |
| • |
2014: Launched our TV Content Management System for media and telecom companies, following the acquisition of Tvinci Ltd., a leading
provider of an OTT TV platform |
| • |
2017: Launched our Lecture Capture solution |
| • |
2018: Acquired certain of the assets of Rapt Media, Inc., an interactive personalized video startup |
| • |
2020: Added real time conferencing capabilities to our Media Services following the acquisition of Newrow, Inc., a video conferencing
and collaboration platform |
| • |
2020: Released our Webinars, Events, and Virtual Classroom products |
| • |
2021: Expanded the capabilities of our Events product |
70
We generate revenue primarily through the sale of SaaS and PaaS
subscriptions, and additional revenue from term license subscriptions. We also generate revenue through the sale of professional services
associated with the implementation of deployments for new and existing customers.
We organize our business into two reporting segments: (i) Enterprise,
Education, and Technology (“EE&T”); and (ii) Media and Telecom (“M&T”). These segments share a common
underlying platform consisting of our API-based architecture, as well as unified product development, operations, and administrative resources.
| • |
Enterprise, Education & Technology: Includes revenues from all of our products, industry
solutions for education customers, and Media Services (except for media and telecom customers), as well as associated professional services
for those offerings. These solutions are generally sold through our EE&T sales teams. Subscription revenues are primarily generated
on a per full-time equivalent basis for on-demand and live products and solutions, per host basis for real-time-conferencing products
and solutions, and per participant basis for the Events product (which intersects on-demand, live, and real-time-conferencing video).
Contracts are generally 12 to 24 months in length. Billing is primarily done on an annual basis. |
| • |
Media & Telecom: Includes revenues from our TV Solution and Media Services for media and
telecom customers, as well as associated professional services for those offerings. These offerings are generally sold through our media
and telecom sales team. Revenues are generated on a per end-subscriber basis for telecom customers, and on a per video play basis for
media customers. Contracts are generally two to five years in length. Billing is generally done on a quarterly or annual basis. It generally
takes from six to 12 months to implement M&T offerings. The upfront resources required for implementation of our Media & Telecom
solutions generally exceed those of our other offerings, resulting in a longer period from initial booking to go-live and a higher proportion
of professional services revenue as a percentage of overall revenue. Additionally, a higher proportion of revenue comes from customers
who choose to license our offerings through private cloud and on-premise deployments, which also impacts our gross margin. In the long-term,
we expect the margins for this segment to improve due to the following: increasing the ratio of subscription revenue to professional services
with scale, improved efficiencies of both production and professional services costs, and an increase in the proportion of revenues from
media customers, which generally entail simpler deployments compared to telecom customers. |
Reflected below is a summary of reportable segment revenue and
reportable segment gross profit for the years ended December 31, 2021 and 2020.
|
For the Year Ended December 31, |
||||||||
|
2021 |
20201
|
|||||||
|
(in thousands) |
||||||||
|
Revenue |
||||||||
|
Enterprise, Education & Technology |
$ |
118,932 |
$ |
80,449 |
||||
|
Media & Telecom |
$ |
46,084 |
$ |
39,991 |
||||
|
Total Revenue |
$ |
165,016 |
$ |
120,440 |
||||
|
Gross Profit |
||||||||
|
Enterprise, Education & Technology |
$ |
84,196 |
$ |
58,539 |
||||
|
Media & Telecom |
$ |
18,506 |
$ |
14,236 |
||||
|
Total Gross Profit |
$ |
102,702 |
$ |
72,775 |
||||
1
Our consolidated financial statements have been restated. See Note 20 to our consolidated financial statements included in our prospectus
dated July 20, 2021. filed with the Securities and Exchange Commission (“SEC”) in accordance with Rule 424(b) of the Securities
Act on July 22, 2021 (the “Prospectus”) in connection with our initial public offering (“IPO”).
71
We benefit from a land and expand strategy in which our customers
increase their usage of our offerings and/or purchase additional offerings over time. Our ability to expand within our existing customer
base is demonstrated by our Net Dollar Retention Rate (as defined below). For the year ended December 31, 2021 and 2020, our Net Dollar
Retention Rate was 118% and 107%, respectively. We also grew our average annualized recurring revenue, or ARR, per customer by 29% in
the three months ended December 31, 2021, compared to the three months ended December 31, 2020, demonstrating our ability to land new
customers with higher spending levels and increase revenue from our existing customers.
For any given year, a large majority of our revenue comes from
existing customers, with whom we are in active dialogue and tend to have visibility into their expected usage of our offerings.
We focus our selling efforts on large organizations and sell
our solutions primarily through direct sales teams and account teams. We currently have four direct sales teams, grouped by offering type
and target customers, and we leverage reseller relationships globally to help market and sell our products to customers worldwide, especially
in areas in which we have a limited presence. We are investing in initiatives to more efficiently reach new customers and expand our partnerships
with existing ones. For example, we have launched the option to purchase our Webinars, Virtual Classroom, and Media Services offerings
directly from our website, allowing us to reduce our cost of customer acquisition, drive additional opportunities to our direct sales
team, reach smaller customers, and broaden our target market.
Impact of COVID-19
In December 2019, an outbreak of the COVID-19 disease was first
identified and began to spread across the globe. In March 2020, the World Health Organization declared COVID-19 a pandemic, impacting
many countries around the world, including where our end users and customers are located and the United States, Israel, United Kingdom,
and Singapore where we have larger business operations. As a result of the COVID-19 pandemic, government authorities around the world
have ordered schools and businesses to close, imposed restrictions on non-essential activities, and required people to remain at home
while instilling significant limitations on traveling and social gatherings.
In response to the pandemic, in the first quarter of 2020, we
temporarily closed all of our offices, enabled our entire work force to work remotely, and implemented travel restrictions for non-essential
business. In the second quarter of 2020 we reopened select offices, however most of our employees continued to work remotely, a majority
of whom continue to do so as of the date of this Annual Report on Form 10-K. The changes we have implemented to date have not materially
affected and are not expected to materially affect our ability to operate our business, including our financial reporting systems.
In the second quarter of 2020, we experienced an increase in
usage as people spent more time working and learning remotely due to the COVID-19 pandemic, thereby increasing demand from new and existing
customers for our offerings and contributing to an acceleration in our revenue growth when compared to prior periods. However, in some
cases because the agreements for certain of our solutions, primarily in education, do not limit usage or increase pricing for usage in
excess of a specified amount, the additional usage that we experienced in 2020 did not result in a corresponding increase in revenue.
Additionally, in order to meet the needs of our customers in 2020, we accelerated our existing plans to move from our own data centers
to public cloud infrastructure in order to provide required stability, reliability, scalability, and elasticity.
Prior to the pandemic, the market demand for our solutions was
growing at a robust rate, with numerous tailwinds for long-term growth, and that demand accelerated as a result of the pandemic. We believe
that new and potential customers will continue to increase their use of video solutions across existing use cases such as remote working,
teaching, marketing, and customer care, as well as nascent but growing use cases such as tele-services.
While the potential economic impact brought by, and the duration
of, any pandemic, epidemic, or outbreak of an infectious disease, including COVID-19 and its variants, is difficult to assess or predict,
the widespread pandemic related to COVID-19 and its variants has resulted in, and may continue to result in, significant disruption of
global financial markets, reducing our ability to access capital, which could in the future negatively affect our liquidity.
For additional information, see Part I, Item 1A. “Risk
Factors—Risks Related to Our Business and Industry—The ongoing COVID-19 pandemic could adversely affect our business, financial
condition and results of operations.”
72
Key Factors Affecting Our Performance
Expansion of our Platform
We believe our platform is ideally suited for expansion across
solutions, industries, and use cases. We have demonstrated this over time with the expansion of our platform across products, industry
solutions, and use cases. For example, in 2020, we entered the real-time conferencing market with the introduction of our Webinars, Meetings,
and Virtual Classroom products, focusing on learning, training, and marketing. In 2021, we expanded the capabilities of our Events product
to support a broader range of event types and use cases. We believe these products present a significant long-term opportunity, and we
intend to harness our growing presence with them. Additionally, we will continue to invest in new video products for training, communication
and collaboration, sales, marketing, and customer care, as we extend our platform into more industries. Following the success of our Media
& Telecom and education solutions, we intend to launch solutions for industries such as healthcare and financial services, among others.
We also intend to enhance our Media Services offerings with additional core capabilities and invest in areas such as content creation,
personalization and interactivity, content aggregation and syndication, AI, and smart monetization. We also intend to add these capabilities
into our existing and new products and industry solutions. Our results of operations may reflect sustained high levels of investments
to drive increased customer adoption and usage.
Acquiring New Customers
We are focused on continuing to grow the number of customers
that use our solutions. While over the last several years we have not materially increased our sales and marketing spend or number of
direct sales representatives, we have started to increase our investment in sales and marketing in order to grow our customer base going
forward. We intend to grow our base of field sales representatives and customer success managers, which we believe will drive both geographic
and vertical expansion. Additionally, we are investing in inside sales and self-serve offerings and distribution channels. We believe
this will enable us to efficiently acquire smaller customers across all industries – beyond enterprises into SMEs, beyond universities
into K-12 schools, beyond tier 1 media and telecom companies to tier 2 and 3 media and telecom companies, and beyond providing Media Services
to large technology companies to also addressing smaller technology firms and startups.
Increasing Revenue from Existing Customers
We believe we have the opportunity to increase sales within our
existing customer base through increased usage of our platform and the cross-selling of additional products and solutions. For the year
ended December 31, 2021, our Net Dollar Retention Rate was 118%, demonstrating our ability to expand within our existing customer base.
In order for us to continue to increase revenue within our customer base, we will need to maintain engineering-level customer support
and continue to introduce new products and features as well as innovative new use cases that are tailored to our customers' needs.
Continued Investment in Growth
Although we have invested significantly in our business to date,
we believe that we still have a significant market opportunity ahead of us. We intend to continue to make investments to support the growth
and expansion of our business, to increase revenue, and to further scale our operations. We believe there is a significant opportunity
to continue our growth. We plan to open offices internationally, hire sales and marketing employees in additional countries, and expand
our presence in countries where we already operate. We expect to incur additional expenses as we expand to support this growth. Further,
we expect to incur additional general and administrative expenses in connection with our transition to being a public company. We expect
that our cost of revenue and operating expenses will fluctuate over time.
73
Key Financial and Operating Metrics
We measure our business using both financial and operating metrics.
We use these metrics to assess the progress of our business, make decisions on where to allocate capital, time, and technology investments,
and assess the near-term and long-term performance of our business. The key financial and operating metrics we use are:
|
Year Ended December 31, |
||||||||
|
2021 |
2020 |
|||||||
|
(in thousands) |
||||||||
|
Annualized Recurring Revenue |
$ |
150,800 |
$ |
116,643 |
||||
|
Net Dollar Retention Rate |
118 |
% |
107 |
% | ||||
|
Remaining Performance Obligations |
$ |
185,484 |
$ |
140,955 |
||||
Annualized Recurring Revenue
We use Annualized Recurring Revenue as a measure of our revenue
trend and an indicator of our future revenue opportunity from existing recurring customer contracts. We calculate ARR by annualizing our
recurring revenue for the most recently completed fiscal quarter. Recurring revenues are generated from SaaS and PaaS subscriptions, as
well as term licenses for software installed on the customer’s premises (“On-Prem”). For the SaaS and PaaS components,
we calculate ARR by annualizing the actual recurring revenue recognized for the latest fiscal quarter. For the On-Prem components for
which revenue recognition is not ratable across the license term, we calculate ARR for each contract by dividing the total contract value
(excluding professional services) as of the last day of the specified period by the number of days in the contract term and then multiplying
by 365. Recurring revenue excludes revenue from one-time professional services and setup fees. ARR is not adjusted for the impact of any
known or projected future customer cancellations, upgrades or downgrades, or price increases or decreases.
The amount of actual revenue that we recognize over any 12-month period
is likely to differ from ARR at the beginning of that period, sometimes significantly. This may occur due to new bookings, cancellations,
upgrades or downgrades, pending renewals, professional services revenue, foreign exchange rate fluctuations and acquisitions or divestitures.
ARR should be viewed independently of revenue as it is an operating metric and is not intended to be a replacement or forecast of revenue.
Our calculation of ARR may differ from similarly titled metrics presented by other companies.
Net Dollar Retention Rate
Our Net Dollar Retention Rate, which we use to measure our success
in retaining and growing recurring revenue from our existing customers, compares our recognized recurring revenue from a set of customers
across comparable periods. We calculate our Net Dollar Retention Rate for a given period as the recognized recurring revenue from the
latest reported fiscal quarter from the set of customers whose revenue existed in the reported fiscal quarter from the prior year (the
numerator), divided by recognized recurring revenue from such customers for the same fiscal quarter in the prior year (denominator). For
annual periods, we report Net Dollar Retention Rate as the arithmetic average of the Net Dollar Retention Rate for all fiscal quarters
included in the period. We consider subdivisions of the same legal entity (for example, divisions of a parent company or separate campuses
that are part of the same state university system) to be a single customer for purposes of calculating our Net Dollar Retention Rate.
Our calculation of Net Dollar Retention Rate for any fiscal period includes the positive recognized recurring revenue impacts of selling
new services to existing customers and the negative recognized recurring revenue impacts of contraction and attrition among this set of
customers. Our Net Dollar Retention Rate may fluctuate as a result of a number of factors, including the growing level of our revenue
base, the level of penetration within our customer base, expansion of products and features, and our ability to retain our customers.
Our calculation of Net Dollar Retention Rate may differ from similarly titled metrics presented by other companies.
74
Remaining Performance Obligations
Remaining Performance Obligations represents the amount of contracted
future revenue that has not yet been delivered, including both subscription and professional services revenues. Remaining Performance
Obligations consists of both deferred revenue and contracted non-cancelable amounts that will be invoiced and recognized in future periods.
As of December 31, 2021, our Remaining Performance Obligations was $185.5 million, which consists of both billed consideration in the
amount of $53.6 million and unbilled consideration in the amount of $131.9 million that we expect to invoice and recognize in future periods.
We expect to recognize 57% of our Remaining Performance Obligations as revenue over the next 12 months and the remainder thereafter,
in each case, in accordance with our revenue recognition policy.
Non-GAAP Financial Measures
In addition to our results determined in accordance with GAAP,
we believe that Adjusted EBITDA, a non-GAAP financial measure, is useful in evaluating the performance of our business.
We define EBITDA as net profit (loss) before interest expense,
net, provision for income taxes and depreciation and amortization expenses. Adjusted EBITDA is defined as EBITDA (as defined above), adjusted
for the impact of certain non-cash and other items that we believe are not indicative of our core operating performance, such as non-cash
stock-based compensation expenses, abandonment costs, gain from sale of property and equipment, and other operating expenses.
Adjusted EBITDA is a supplemental measure of our performance,
is not defined by or presented in accordance with GAAP, and should not be considered in isolation or as an alternative to net profit (loss)
or any other performance measure prepared in accordance with GAAP. Adjusted EBITDA is presented because we believe that it provides useful
supplemental information to investors and analysts regarding our operating performance and is frequently used by these parties in evaluating
companies in our industry. By presenting Adjusted EBITDA, we provide a basis for comparison of our business operations between periods
by excluding items that we do not believe are indicative of our core operating performance. We believe that investors’ understanding
of our performance is enhanced by including this non-GAAP financial measure as a reasonable basis for comparing our ongoing results of
operations. Additionally, our management uses Adjusted EBITDA as a supplemental measure of our performance because it assists us in comparing
the operating performance of our business on a consistent basis between periods, as described above.
Although we use EBITDA and Adjusted EBITDA, as described above,
EBITDA and Adjusted EBITDA, have significant limitations as analytical tools. Some of these limitations include:
| • |
such measures do not reflect our cash expenditures, or future requirements for capital expenditures or contractual commitments;
|
| • |
such measures do not reflect changes in, or cash requirements for, our working capital needs; |
| • |
such measures do not reflect the interest expense, or the cash requirements necessary to service interest or principal payments on
our debt; |
| • |
such measures do not reflect our tax expense or the cash requirements to pay our taxes; |
| • |
although depreciation and amortization expense and non-cash stock-based compensation expense are non-cash charges, the assets being
depreciated and amortized will often have to be replaced in the future and such measures do not reflect any cash requirements for such
replacements; and |
| • |
other companies in our industry may calculate such measures differently than we do, thereby further limiting their usefulness as
comparative measures. |
75
Due to these limitations, EBITDA and Adjusted EBITDA should not
be considered as measures of discretionary cash available to us to invest in the growth of our business. We compensate for these limitations
by relying primarily on our GAAP results and using these non-GAAP measures only supplementally. Adjusted EBITDA includes an adjustment
for non-cash stock-based compensation expenses. It is reasonable to expect that this item will occur in future periods. However, we believe
this adjustment is appropriate because the amount recognized can vary significantly from period to period, does not directly relate to
the ongoing operations of our business, and complicates comparisons of our internal operating results between periods and with the operating
results of other companies over time. Each of the normal recurring adjustments and other adjustments described above help to provide management
with a measure of our core operating performance over time by removing items that are not related to day-to-day operations. Nevertheless,
because of the limitations described above, management does not view EBITDA, or Adjusted EBITDA in isolation and also uses other measures,
such as revenue, operating loss, and net loss, to measure operating performance.
The following table reconciles EBITDA and Adjusted EBITDA to
the most directly comparable GAAP financial performance measure, which is net loss:
|
Year Ended December 31, |
||||||||
|
2021 |
2020 |
|||||||
|
Net loss |
$ |
(59,351 |
) |
$ |
(58,763 |
) | ||
|
Financial expenses, net (a) |
20,106 |
46,721 |
||||||
|
Provision for income taxes |
6,570 |
3,553 |
||||||
|
Depreciation and amortization |
2,412 |
3,708 |
||||||
|
EBITDA |
(30,263 |
) |
(4,781 |
) | ||||
|
Non-cash stock-based compensation expense |
17,065 |
5,114 |
||||||
|
Abandonment costs (b) |
— |
3,969 |
||||||
|
Gain on sale of property and equipment (c) |
(757 |
) |
— |
|||||
|
Other operating expenses (d) |
1,724 |
— |
||||||
|
Adjusted EBITDA |
$ |
(12,231 |
) |
$ |
4,302 |
|||
| (a) |
The years ended December 31, 2021 and 2020 include $15.0 million and $41.5 million, respectively, of remeasurement of warrants
to fair value. |
| (b) |
The year ended December 31, 2020 includes a $4.0 million one-time expense related to the abandonment of data center equipment in
connection with our transition to public cloud infrastructure. |
| (c) |
The year ended December 31, 2021 includes a gain on sale of data center equipment in connection with our transition to public cloud
infrastructure. |
| (d) |
Other operating expenses in the year ended December 31, 2021 consisted of expenses related to the forgiveness of loans to certain
of our directors and executive officers in connection with the public filing of the registration statement in connection with our initial
public offering. |
76
Components of Our Results of Operations
Revenue
Subscriptions
Our revenues are mainly comprised of revenue from SaaS and PaaS
subscriptions. SaaS and PaaS subscriptions provide access to our Video Experience Cloud which powers all types of video experiences: live,
real-time, and on-demand video. We provide access to our platform either as a cloud-based service, which represent most of our SaaS and
PaaS subscriptions, or, less commonly, as a term license to software installed on the customer's premises. Revenue from SaaS and PaaS
subscriptions is recognized ratably over the time of the subscription, beginning from the date on which the customer is granted access
to our Video Experience Cloud. Revenue from the sale of a term license is recognized at a point in time in which the license is delivered
to the customer. Revenue from post-contract services ("PCS") included in On-Prem deals is recognized ratably over the period of the PCS.
Professional Services
Our revenue also includes professional services, which consist
of consulting, integration and customization services, technical solution services and training related to our video experience. In some
of our arrangements, professional services are accounted for as a separate performance obligation, and revenue is recognized upon rendering
of the service.
In some of our SaaS and PaaS subscriptions, we determined
that the professional services are solely set up activities that do not transfer goods or services to the customer and therefore are not
accounted for as a separate performance obligation and are recognized ratably over the time of the subscription.
Cost of Revenue
Cost of subscription revenue consists primarily of employee-related
costs including payroll, benefits and stock-based compensation expense for operations and customer support teams, costs of cloud hosting
providers and other third-party service providers, amortization of capitalized software development costs and acquired technology and
allocated overhead costs.
Cost of professional services consists primarily of personnel
costs of our professional services organization, including payroll, benefits, and stock-based compensation expense, allocated overhead
costs and other third-party service providers.
The costs associated with providing professional services are
significantly higher as a percentage of related revenue than the costs associated with delivering our subscriptions due to the labor costs
of providing professional services. As such, the implementation and professional services costs relating to an arrangement with a new
customer are more significant than the costs to renew an existing customer’s license and support arrangement.
Cost of revenue increased in absolute dollars from the year ended
December 31, 2020 to 2021. For the years ended December 31, 2021 and 2020, our cost of revenue was $62,314 and $47,665, respectively.
Gross Margins
Gross margins have been and will continue to be affected by a
variety of factors, including the average sales price of our products and services, volume growth, the mix of revenue between SaaS and
PaaS subscriptions, software licenses, maintenance and support and professional services, onboarding of new media and telecom customers,
hosting of major virtual events and changes in cloud infrastructure and personnel costs. In particular, the gross margins in our M&T
segment are negatively impacted due to the resources required for implementation of our TV Solution and Media Services for TV experiences,
which generally exceed those of our other offerings, resulting in a longer period from initial booking to go-live and a higher proportion
of professional services revenue as a percentage of overall revenue. Additionally, a higher proportion of revenue comes from customers
who choose to license our offerings through private cloud and on-premise deployments, which also impacts our gross margin. In the long-term,
we expect the margins for this segment to improve due to the following: increasing the ratio of subscription revenue to professional services
with scale, improved efficiencies of both production and professional services costs, and an increase in the proportion of revenues from
media customers, which generally entail simpler deployments compared to telecom customers. However, in the near and medium term, our gross
margins in our M&T segment will vary from period to period based on the onboarding of new customers, as well as the timing and aggregate
usage of our solutions by such customers.
77
For the years ended December 31, 2021 and 2020, our gross
margins were 62% (72% for subscriptions and (12)% for professional services) and 60% (73% for subscriptions and (17)% for professional
services), respectively.
For our EE&T segment, gross margins for the years ended December 31,
2021 and 2020 were 71% (78% for subscriptions and (5)% for professional services) and 73% (81% for subscriptions and (33)% for professional
services), respectively.
For our M&T segment, gross margins for the years ended December 31,
2021 and 2020 were 40% (56% for subscriptions and (19)% for professional services) and 36% (51% for subscriptions and (8)% for professional
services), respectively.
Beginning in the second quarter of 2020 and continuing through
the third quarter, we experienced an increase in usage as people spent more time working and learning remotely due to the COVID-19 pandemic,
thereby increasing demand from new and existing customers for our offerings and contributing to an acceleration in our revenue growth
when compared to prior periods. However, in some cases because the agreements for certain of our solutions, primarily in education, do
not limit usage or increase pricing for usage in excess of a specified amount, the additional usage that we experienced in 2020 did not
result in a corresponding increase in revenue. Additionally, in order to meet the needs of our customers in 2020, we accelerated our existing
plans to move from our own data centers to public cloud infrastructure in order to provide required stability, reliability, scalability,
and elasticity. The combination of the increase in usage for certain of our solutions as described above, along with the migration from
our own data centers to public cloud infrastructure, contributed to a decrease in gross margins in 2020 to 60% from 63% in 2019.
Research and Development
Our research and development expenses consist primarily of costs
incurred for personnel-related expenses for our technical staff, including salaries and other direct personnel-related costs. Additional
expenses include consulting and professional fees for third-party development resources. We expect our research and development expenses
to increase in absolute dollars for the foreseeable future as we continue to dedicate substantial resources to develop, improve, and expand
the functionality of our solutions. We also anticipate that research and development expenses will increase as a percentage of revenue
in the near and medium-term. Subsequent costs incurred for the development of future upgrades and enhancements, which are expected to
result in additional functionality, may qualify for capitalization under internal-use software and therefore may cause research and development
expenses to fluctuate.
Sales and Marketing Expenses
Our sales and marketing expenses consist primarily of personnel
related costs for our sales and marketing functions, including salaries and other direct personnel-related costs. Additional expenses
include marketing program costs and amortization of acquired customer relationships intangible assets. We expect our sales and marketing
expenses will increase on an absolute dollar basis for the foreseeable future as we continue to increase investments to support our growth.
We also anticipate that sales and marketing expenses will increase as a percentage of revenue in the near and medium-term.
General and Administrative Expenses
Our general and administrative expenses consist primarily of
personnel-related costs for our executive, finance, human resources, information technology, and legal functions, including salaries and
other direct personnel-related costs. We expect general and administrative expense to increase on an absolute dollar basis for the foreseeable
future as we continue to increase investments to support our growth and as a result of our becoming a public company. We also anticipate
that general and administrative expenses will increase as a percentage of revenue in the near and medium-term.
We allocate overhead costs such as rent, utilities, and supplies
to all departments based on relative headcount to each operating expense category.
Financial Expenses, Net
Financial expenses, net consists of interest expense accrued
or paid on our indebtedness and the change in the fair value of warrants to purchase the Company’s preferred and common stock, net
of interest income earned on our cash balances. Financial expenses, net also includes foreign exchange gains and losses. We expect interest
expenses to vary each reporting period depending on the amount of outstanding indebtedness and prevailing interest rates.
78
We expect interest income will vary in each reporting period
depending on our average cash balances during the period and applicable interest rates.
Upon the closing of our IPO, warrants to purchase preferred and
common stock were converted to common stock and therefore, no fair value remeasurements are expected with respect to such warrants in
future periods.
Refer to Note 12 of the notes to our consolidated financial statements
included in this Annual Report on Form 10-K for further information regarding the impact resulting from the remeasurement of the warrants
prior to conversion.
Provision for Income Taxes
We are subject to taxes in the United States as well as other
tax jurisdictions or countries in which we conduct business. Earnings from our non-U.S. activities are subject to local country
income tax and may be subject to current U.S. income tax. Due to cumulative losses, we maintain a valuation allowance against our deferred
tax assets. We consider all available evidence, both positive and negative, in assessing the extent to which a valuation allowance should
be applied against our deferred tax assets. Realization of our U.S. deferred tax assets depends upon future earnings, the timing and amount
of which are uncertain. Our effective tax rate is affected by tax rates in foreign jurisdictions and the relative amounts of income we
earn in those jurisdictions, as well as non-deductible expenses, such as share-based compensation, and changes in our valuation
allowance.
Results of Operations
The following tables summarize key components of our results
of operations for the periods presented. The period-to-period comparisons of our historical results are not necessarily indicative of
the results that may be expected in the future.
|
Year Ended December 31, |
Period-over-Period Change |
|||||||||||||||
|
2021 |
2020 |
Dollar |
Percentage |
|||||||||||||
|
(in thousands, except percentages) |
||||||||||||||||
|
Revenue: |
||||||||||||||||
|
Enterprise, Education & Technology |
$ |
118,932 |
$ |
80,449 |
$ |
38,483 |
48 |
% | ||||||||
|
Media & Telecom |
46,084 |
39,991 |
6,093 |
15 |
% | |||||||||||
|
Total revenue |
165,016 |
120,440 |
44,576 |
37 |
% | |||||||||||
|
Cost of revenue |
62,314 |
47,665 |
14,649 |
31 |
% | |||||||||||
|
Total gross profit |
102,702 |
72,775 |
29,927 |
41 |
% | |||||||||||
|
Operating expenses: |
||||||||||||||||
|
Research and development expenses |
48,376 |
29,567 |
18,809 |
64 |
% | |||||||||||
|
Sales and marketing expenses |
45,788 |
29,475 |
16,313 |
55 |
% | |||||||||||
|
General and administrative expenses |
39,489 |
22,222 |
17,267 |
78 |
% | |||||||||||
|
Other operating expenses |
1,724 |
— |
1,724 |
|||||||||||||
|
Total operating expenses |
135,377 |
81,264 |
54,113 |
67 |
% | |||||||||||
|
Loss from operations |
32,675 |
8,489 |
24,186 |
285 |
% | |||||||||||
|
Financial expenses, net |
20,106 |
46,721 |
(26,615 |
) |
(57 |
)% | ||||||||||
|
Loss before provision for income taxes |
52,781 |
55,210 |
(2,429 |
) |
(4 |
)% | ||||||||||
|
Provision for income taxes |
6,570 |
3,553 |
3,017 |
85 |
% | |||||||||||
|
Net loss |
$ |
59,351 |
$ |
58,763 |
$ |
588 |
1 |
% | ||||||||
79
Segments
We manage and report operating results through two reportable
segments:
| • |
Enterprise, Education & Technology (72% and 67% of revenue for the years ended December 31,
2021 and 2020, respectively): Our EE&T segment represents revenues from all of our products, industry solutions for education
customers, and Media Services (except for M&T customers), as well as associated professional services for those offerings. |
| • |
Media & Telecom (28% and 33% of revenue for the years ended December 31, 2021 and
2020, respectively): Our M&T segment primarily represents revenues from our TV Solution and Media Services sold to media and telecom
customers. |
Comparison of the Years Ended December 31,
2021 and 2020
Enterprise, Education & Technology
The following table presents our EE&T segment revenue and
gross profit (loss) for the years indicated:
|
Year Ended December 31, |
Period-over-Period Change |
|||||||||||||||
|
2021 |
2020 |
Dollar |
Percentage |
|||||||||||||
|
(in thousands, except percentages) |
||||||||||||||||
|
Enterprise, Education & Technology revenue: |
||||||||||||||||
|
Subscription revenue |
$ |
108,842 |
$ |
74,473 |
$ |
34,369 |
46 |
% | ||||||||
|
Professional services revenue |
10,090 |
5,976 |
4,114 |
69 |
% | |||||||||||
|
Total Enterprise, Education & Technology revenue |
$ |
118,932 |
$ |
80,449 |
$ |
38,483 |
48 |
% | ||||||||
|
Enterprise, Education & Technology gross profit: |
||||||||||||||||
|
Subscription gross profit |
$ |
84,701 |
$ |
60,528 |
$ |
24,173 |
40 |
% | ||||||||
|
Professional services gross loss |
(505 |
) |
(1,989 |
) |
1,484 |
75 |
% | |||||||||
|
Total Enterprise, Education & Technology gross profit |
$ |
84,196 |
$ |
58,539 |
$ |
25,657 |
44 |
% | ||||||||
Enterprise, Education & Technology Revenue
Total EE&T revenue increased by $38.5 million, or 48%, to
$118.9 million for the year ended December 31, 2021, from $80.4 million for the year ended December 31, 2020. Approximately $6.6 million
of this increase is attributable to revenue from new customers and the remaining $31.9 million is attributable to growth from existing
customers.
EE&T subscription revenue increased by $34.4 million or 46%,
to $108.8 million for the year ended December 31, 2021, from $74.5 million for the year ended December 31, 2020.
EE&T professional services revenue increased by $4.1 million,
or 69%, to $10.1 million for the year ended December 31, 2021, from $6.0 million for the year ended December 31, 2020.
Enterprise, Education & Technology Gross Profit
EE&T gross profit increased by $25.7 million, or 44%, to
$84.2 million for the year ended December 31, 2021, from $58.5 million for the year ended December 31, 2020. This increase was mainly
due to a $38.5 million increase in revenue, offset in part by a 2% decrease in gross margin to 71% for the year ended December 31, 2021
from 73% for the year ended December 31, 2020. The decrease in gross margin was attributable primarily to an increase in cloud-related
costs and the cost of third-party solutions driven by higher consumption and our migration to public cloud infrastructure.
80
EE&T subscription gross profit increased by $24.2 million,
or 40%, to $84.7 million for the year ended December 31, 2021, from $60.5 million for the year ended December 31, 2020.
EE&T professional services gross loss decreased by $1.5 million,
or 75%, to $0.5 million for the year ended December 31, 2021, from a gross loss of $2.0 million for the year ended December 31, 2020.
Media & Telecom
The following table presents our M&T segment revenue and
gross profit for the years indicated:
|
Year Ended December 31, |
Period-over-Period Change |
|||||||||||||||
|
2021 |
2020 |
Dollar |
Percentage |
|||||||||||||
|
(in thousands, except percentages) |
||||||||||||||||
|
Media & Telecom revenue: |
||||||||||||||||
|
Subscription revenue |
$ |
36,124 |
$ |
29,591 |
$ |
6,533 |
22 |
% | ||||||||
|
Professional services revenue |
9,960 |
10,400 |
(440 |
) |
(4 |
)% | ||||||||||
|
Total Media & Telecom revenue |
$ |
46,084 |
$ |
39,991 |
$ |
6,093 |
15 |
% | ||||||||
|
Media & Telecom gross profit: |
||||||||||||||||
|
Subscription gross profit |
$ |
20,398 |
$ |
15,050 |
$ |
5,348 |
36 |
% | ||||||||
|
Professional services gross loss |
(1,892 |
) |
(814 |
) |
(1,078 |
) |
132 |
% | ||||||||
|
Total Media & Telecom gross profit |
$ |
18,506 |
$ |
14,236 |
$ |
4,270 |
30 |
% | ||||||||
Media & Telecom Revenue
M&T revenue increased by $6.1 million, or 15%, to $46.1
million for the year ended December 31, 2021, from $40.0 million for the year ended December 31, 2020. Approximately $2.7 million of this
increase is attributable to revenue from new customers and the remaining $3.4 million is attributable to growth from existing customers.
M&T subscription revenue increased by $6.5 million, or 22%,
to $36.1 million for the year ended December 31, 2021, from $29.6 million for the year ended December 31, 2020.
M&T professional services revenue decreased by $0.4 million,
or 4%, to $10.0 million for the year ended December 31, 2021, from $10.4 million for the year ended December 31, 2020.
Media & Telecom Gross Profit
M&T gross profit increased by $4.3 million, or 30%, to $18.5
million for the year ended December 31, 2021, from $14.2 million for the year ended December 31, 2020. This increase was mainly due to
a $6.1 million increase in revenue, and a 4% increase in gross margin to 40% for the year ended December 31, 2021 from 36% for the year
ended December 31, 2020. The increase in gross margin was attributable primarily to the increased proportion of subscription revenue of
total Media & Telecom revenue, improvement in production costs and higher efficiency of our operations teams leading to lower compensation
costs as a percentage of revenue.
81
M&T subscription gross profit increased by $5.3 million,
or 36%, to $20.4 million for the year ended December 31, 2021, from $15.1 million for the year ended December 31, 2020.
M&T professional services gross loss increased by $1.1 million,
or 132%, to $1.9 million for the year ended December 31, 2021, from $0.8 million for the year ended December 31, 2020.
Operating Expenses
Research and Development expenses
|
Year Ended December 31, |
Period-over-Period Change |
|||||||||||||||
|
2021 |
2020 |
Dollar |
Percentage |
|||||||||||||
|
(in thousands, except percentages) |
||||||||||||||||
|
Employee compensation |
$ |
38,981 |
$ |
23,533 |
$ |
15,448 |
66 |
% | ||||||||
|
Subcontractors and consultants |
3,972 |
3,190 |
782 |
25 |
% | |||||||||||
|
Other |
5,423 |
2,844 |
2,579 |
91 |
% | |||||||||||
|
Total research and development expenses |
$ |
48,376 |
$ |
29,567 |
$ |
18,809 |
64 |
% | ||||||||
Research and development expenses increased by $18.8 million,
or 64%, to $48.4 million for the year ended December 31, 2021, from $29.6 million for the year ended December 31, 2020. The increase was
primarily due to a $15.4 million increase in compensation which mainly related to higher headcount and increased stock-based compensation
expenses.
Sales and Marketing expenses
|
Year Ended December 31, |
Period-over-Period Change |
|||||||||||||||
|
2021 |
2020 |
Dollar |
Percentage |
|||||||||||||
|
(in thousands, except percentages) |
||||||||||||||||
|
Employee compensation & commission |
$ |
37,160 |
$ |
23,236 |
$ |
13,924 |
60 |
% | ||||||||
|
Marketing expenses |
5,057 |
3,143 |
1,914 |
61 |
% | |||||||||||
|
Travel and entertainment |
259 |
475 |
(216 |
) |
(45 |
)% | ||||||||||
|
Other |
3,312 |
2,621 |
691 |
26 |
% | |||||||||||
|
Total sales and marketing expenses |
$ |
45,788 |
$ |
29,475 |
$ |
16,313 |
55 |
% | ||||||||
Sales and marketing expenses increased by $16.3 million, or
55%, to $45.8 million for the year ended December 31, 2021, from $29.5 million for the year ended December 31, 2020. The increase was
primarily due to a $11.0 million increase in compensation related to higher headcount and a $2.9 million increase in amortization of deferred
commission expenses driven by higher bookings.
82
General and Administrative expenses
|
Year Ended December 31, |
Period-over-Period Change |
|||||||||||||||
|
2021 |
2020 |
Dollar |
Percentage |
|||||||||||||
|
(in thousands, except percentages) |
||||||||||||||||
|
Employee compensation |
$ |
28,371 |
$ |
12,978 |
$ |
15,393 |
119 |
% | ||||||||
|
Professional fees and insurance |
4,201 |
1,507 |
2,694 |
179 |
% | |||||||||||
|
Subcontractors and consultants |
1,222 |
416 |
806 |
194 |
% | |||||||||||
|
Travel and entertainment |
200 |
163 |
37 |
23 |
% | |||||||||||
|
Abandonment of data center equipment |
— |
3,969 |
(3,969 |
) |
||||||||||||
|
Gain on sale of property and equipment |
(757 |
) |
— |
(757 |
) |
|||||||||||
|
Other |
6,252 |
3,189 |
3,063 |
96 |
% | |||||||||||
|
Total general and administrative expenses |
$ |
39,489 |
$ |
22,222 |
$ |
17,267 |
78 |
% | ||||||||
General and administrative expenses increased by $17.3
million or 78%, to $39.5 million for the year ended December 31, 2021, from $22.2 million for the year ended December 31, 2020. The increase
was primarily due to a $15.4 million increase in compensation related to higher headcount and increased stock-based compensation expenses.
The increase was partially offset by $4.0 million due to a one-time expense related to the abandonment of data center equipment during
the year ended December 31, 2020, and a $0.8 million one-time gain from the sale of such data center equipment during the year ended December
31, 2021.
Other Operating Expenses
Other operating expenses were $1.7 million during the year ended
December 31, 2021, and mainly related to the forgiveness of loans to certain of our directors and executive officers immediately prior
to the public filing of the registration statement for our IPO, including related tax gross-up amounts payable by us to such directors
and executive officers. We did not incur other operating expenses during the year ended December 31, 2020.
Financial Expenses, net
Financial expenses, net decreased by $26.6 million, or 57%, to
$20.1 million for the year ended December 31, 2021, from $46.7 million for the year ended December 31, 2020. The decrease was primarily
due to a $26.5 million remeasurement of warrants to fair value.
Provision for Income
Taxes
Provision for income taxes increased by $3.0 million, or 85%,
to $6.6 million for the year ended December 31, 2021, from $3.6 million for the year ended December 31, 2020, primarily due to increased
tax liability related to income generated by our subsidiaries organized under the laws of Israel and the United Kingdom.
Liquidity and Capital Resources
Overview
Since our inception, we have financed our operations primarily
through net cash provided by operating activities, equity issuances, and borrowings under our long-term debt arrangements. Our primary
requirements for liquidity and capital are to finance working capital, capital expenditures and general corporate purposes. Our principal
sources of liquidity are expected to be our cash on hand and borrowings available under our Revolving Credit Facility. During December
2021, we repaid in full the outstanding principal balance under our Revolving Credit Facility. Therefore, as of December 31, 2021
we had no balance outstanding under the Revolving Credit Facility and the total revolving commitment of $35.0 million is available for
future borrowings.
83
We believe that our net cash provided by operating activities,
cash on hand, and availability under our Revolving Credit Facility will be adequate to meet our operating, investing, and financing needs
for at least the next 12 months. Our future capital requirements will depend on many factors, including our revenue growth, the timing
and extent of investments to support such growth, the expansion of sales and marketing activities, increases in general and administrative
costs and many other factors as described under Part I, Item 1A. “Risk Factors” and “—Key Factors Affecting Our
Performance.”
If necessary, we may borrow funds under our Revolving Credit
Facility to finance our liquidity requirements, subject to customary borrowing conditions. To the extent additional funds are necessary
to meet our long-term liquidity needs as we continue to execute our business strategy, we anticipate that they will be obtained through
the incurrence of additional indebtedness, additional equity financings or a combination of these potential sources of funds; however,
such financing may not be available on favorable terms, or at all. In particular, the widespread pandemic related to COVID-19 and
its variants has resulted in, and may continue to result in, significant disruption of global financial markets, reducing our ability
to access capital. If we are unable to raise additional funds when desired, our business, financial condition and results of operations
could be adversely affected.
Credit Facilities
In January 2021, we entered into a new credit agreement (as amended,
the “Credit Agreement”) with one of our existing lenders, which provides for a new senior secured term loan facility in the
aggregate principal amount of $40.0 million (the “Term Loan Facility”) and a new senior secured revolving credit facility
in the aggregate principal amount of $10.0 million (the “Revolving Credit Facility” and, together with the Term Loan Facility,
the “Credit Facilities”). In June 2021, we entered into an amendment to the Credit Agreement (the “First Amendment”)
to, among other things, increase commitments under the Revolving Credit Facility to $35.0 million, and make certain other changes to certain
covenants and definitions. The amount available for borrowing under the Revolving Credit Facility is limited to a borrowing base,
which is equal to the product of (a) 800% (which will automatically reduce to 350% on the date the Term Loan Facility is repaid in full),
multiplied by (b) monthly Recurring Revenue for the most recently ended monthly period, multiplied by (c) the Retention Rate (in each
case, as defined in the Credit Agreement). The Revolving Credit Facility includes a sub-facility for letters of credit in the aggregate
availability amount of $10.0 million and a swingline sub-facility in the aggregate availability amount of $5.0 million, each of which
reduces borrowing availability under the Revolving Credit Facility.
Borrowings under the Credit Facilities are subject to interest,
determined as follows: (a) Eurodollar loans accrue interest at a rate per annum equal to the Eurodollar rate determined for such day plus
a margin of 3.50% (the Eurodollar rate is calculated as described in the Credit Agreement, subject to a 1.00% floor, divided by 1.00 minus
the maximum effective reserve percentage for Eurocurrency funding), and (b) Alternate Base Rate (“ABR”) loans accrue interest
at a rate per annum equal to the ABR plus a margin of 2.50% (ABR is equal to the highest of (i) the prime rate and (ii) the Federal Funds
Effective Rate plus 0.50%, subject to a 2.00% floor). In addition to paying interest on the principal amounts outstanding under the Credit
Facilities, we are required to pay a commitment fee under the Revolving Credit Facility on unused amounts at a rate of 0.25% per annum.
We are also required to pay customary letter of credit and agency fees.
We are required to prepay amounts outstanding under the Term
Loan Facility with 100% of the net cash proceeds of any indebtedness incurred by us or any of our subsidiaries other than certain permitted
indebtedness. In addition, we are required to prepay amounts outstanding under the Credit Facilities with the net cash proceeds of any
Asset Sale or Recovery Event (each as defined in the Credit Agreement), subject to certain limited reinvestment rights.
Amounts outstanding under the Credit Facilities may be voluntarily
prepaid at any time and from time to time, in whole or in part, without premium or penalty. All voluntary prepayments (other than ABR
loans borrowed under the Revolving Credit Facility) must be accompanied by accrued and unpaid interest on the principal amount being prepaid
and customary “breakage” costs, if any, with respect to prepayments of Eurodollar loans.
The Term Loan Facility is payable in consecutive quarterly installments
on the last day of each fiscal quarter in an amount equal to (x) $250,000 for installments payable on March 31, 2021 through December 31,
2021, (y) $750,000 for installments payable on March 31, 2022 through December 31, 2022, and (z) $1.5 million for installments payable
on and after March 31, 2023. The remaining unpaid balance on the Term Loan Facility is due and payable on January 14, 2024, together with
accrued and unpaid interest on the principal amount to be paid to, but excluding, the payment date. Borrowings under the Revolving Credit
Facility do not amortize and are due and payable on January 14, 2024.
84
Our obligations under the Credit Facilities are currently guaranteed
by Kaltura Europe Limited, and are required to be guaranteed by all of our future direct and indirect subsidiaries other than certain
excluded subsidiaries and immaterial foreign subsidiaries. Our obligations and those of Kaltura Europe Limited are, and the obligations
of any future guarantors are required to be, secured by a first priority lien on substantially all of our respective assets.
The Credit Agreement contains a number of covenants that, among
other things and subject to certain exceptions, restrict our ability, and the ability of our subsidiaries, to:
| • |
create, issue, incur, assume, become liable in respect of or suffer to exist any debt or liens; |
| • |
consummate any merger, consolidation or amalgamation, or liquidate, wind up or dissolve, or dispose of all or substantially all of
our or their respective property or business; |
| • |
dispose of property or, in the case of our subsidiaries, issue or sell any shares of such subsidiary’s capital stock;
|
| • |
repay, prepay, redeem, purchase, retire or defease subordinated debt; |
| • |
declare or pay dividends or make certain other restricted payments; |
| • |
make certain investments; |
| • |
enter into transactions with affiliates; |
| • |
enter into new lines of business; and |
| • |
make certain amendments to our or their respective organizational documents or certain material contracts. |
The Credit Agreement also contains certain financial covenants
that require us to maintain (i) a minimum amount of Annualized Recurring Revenue (as defined in the Credit Agreement) as of the last day
of each fiscal quarter (which minimum amount increases through the fiscal quarter ending December 31, 2023) (the “ARR Covenant”),
and (ii) Liquidity (as defined in the Credit Agreement) of at least $10 million as of the last day of any calendar month. We were
in compliance with these covenants as of December 31, 2021.
The Credit Agreement also contains certain customary representations
and warranties and affirmative covenants, and certain reporting obligations. In addition, the lenders under the Credit Facilities will
be permitted to accelerate all outstanding borrowings and other obligations, terminate outstanding commitments and exercise other specified
remedies upon the occurrence of certain events of default (subject to certain grace periods and exceptions), which include, among other
things, payment defaults, breaches of representations and warranties, covenant defaults, certain cross-defaults and cross-accelerations
to other indebtedness, certain events of bankruptcy and insolvency, certain judgments and Change of Control events. “Change of Control”
is defined as (a) any “person” or “group” (as defined in Sections 13(d) and 14(d) of the Exchange Act) becoming
the beneficial owner of 40% or more of the ordinary voting power for the election of our directors, (b) during any 24-month period, a
majority of the members of our board of directors ceasing to be composed of individuals (i) who were members thereof on the first day
of such period, (ii) whose election or nomination thereto was approved by individuals referred to in the foregoing clause constituting
at least a majority of such board, or (iii) whose election or nomination thereto was approved by individuals referred to in the foregoing
clauses (i) and (ii) constituting at least a majority of such board; or (c) at any time, if we cease to own and control 100% of each class
of outstanding capital stock of each guarantor free and clear of all liens (other than certain permitted liens).
85
In December 2021, we repaid in full the outstanding principal
balance under our Revolving Credit Facility. Therefore, as of December 31, 2021, we had no balance outstanding under the Revolving
Credit Facility and the total revolving commitment of $35.0 million remains available for future borrowings.
Initial Public Offering
On July 23, 2021, in connection with our IPO, we issued and sold
15,000,000 shares of our common stock at a price to the public of $10.00 per share. On August 6, 2021, the underwriters in the IPO exercised
in full their option to purchase an additional 2,250,000 shares of our common stock at the offering price of $10.00 per share. The transactions
resulted in net proceeds to us of approximately $155.6 million, after deducting the underwriting discount, commissions, and offering expenses
payable by us.
Cash Flows
The following table summarizes our cash flows for the periods presented:
|
Year Ended December 31, |
||||||||
|
2021 |
2020 |
|||||||
|
(in thousands) |
||||||||
|
Net cash provided by (used in) operating activities
|
$ |
(22,110 |
) |
$ |
5,804 |
|||
|
Net cash used in investing activities
|
(5,242 |
) |
(2,746 |
) | ||||
|
Net cash provided by (used in) financing activities
|
143,368 |
(1,847 |
) | |||||
|
Net increase in cash, cash equivalents, and restricted cash
|
116,016 |
1,211 |
||||||
|
Cash, cash equivalents, and restricted cash at beginning of period
|
28,355 |
27,144 |
||||||
|
Cash, cash equivalents and restricted cash at end of period
|
$ |
144,371 |
$ |
28,355 |
||||
Net cash flows used in operating activities increased by
$27.9 million for the year ended December 31, 2021, as compared to the year ended December 31, 2020.
Net cash used in operating activities of $22.1 million for the
year ended December 31, 2021, was primarily due to $59.4 million in incremental net loss, adjusted for non-cash charges of $43.1 million,
and net cash of $5.8 million due to changes in our operating assets and liabilities. Non-cash charges primarily consisted of remeasurement
of warrants to fair value of $15.0 million, depreciation and amortization of $2.4 million, stock-based compensation expenses of $17.1
million and amortization of deferred contract acquisitions and fulfillment costs of $8.1 million. The main drivers of net cash outflows
were derived from the changes in operating assets and liabilities and were related to an increase in deferred revenue of $6.3 million
and an aggregate increase in employees accruals, trade payables and accrued expenses and other liabilities of $10.0 million, partially
offset by an addition to deferred contract acquisition costs of $18.1 million, an increase in trade receivables of $1.1 million and an
increase in prepaid expenses and other assets of $2.3 million.
Net cash provided by operating activities of $5.8 million for
the year ended December 31, 2020, was primarily due to $58.8 million in incremental net loss, adjusted for non-cash charges of $58.8 million,
and net cash inflows of $5.8 million provided by changes in our operating assets and liabilities. Non-cash charges primarily consisted
of remeasurement of warrants to fair value of $41.5 million, depreciation, amortization and abandonment costs of $7.7 million, stock-based
compensation expenses of $5.1 million and amortization of deferred contract acquisition and fulfillment costs of $4.2 million. The main
drivers of net cash inflows were derived from the changes in operating assets and liabilities and were related to an increase in deferred
revenue of $12.3 million and an aggregate increase in employees accruals, trade payables and accrued expenses and other liabilities of
$13.5 million, partially offset by an addition to deferred contract acquisition costs of $12.9 million, an increase in trade receivables
of $6.3 million and an increase in prepaid expenses and other assets of $0.9 million.
86
Investing Activities
Net cash flows used in investing activities increased by $2.5
million for the year ended December 31, 2021 as compared to the year ended December 31, 2020.
Net cash used in investing activities of $5.2 million for the
year ended December 31, 2021 was related to $4.0 million of capitalized internal use software, $1.9 million in capital expenditures, and
$0.1 million in purchases of intangible assets, partially offset by proceeds of $0.8 million from the sale of property and equipment.
Net cash used in investing activities of $2.7 million for the
year ended December 31, 2020, was related to capitalized internal-use software of $1.8 million, capital expenditures of $1.1 million,
and a purchase of intangible assets of $0.2 million, partially offset by net cash acquired in a business combination of $0.4 million.
Financing Activities
Net cash flows provided by financing activities increased by
$145.2 million for the year ended December 31, 2021 as compared to the year ended December 31, 2020.
Net cash provided by financing activities of $143.4 million for
the year ended December 31, 2021 was primarily due to proceeds from our IPO, net of underwriter discounts and commissions of $160.4 million,
proceeds from long term loans of $41.9 million, and $1.3 million of proceeds from the exercise of options by employees, offset by $51.8
million of loan repayments, deferred offering costs of $5.2 million, a $1.6 million payment associated with the conversion of Series F
redeemable convertible preferred stock, and principal payments of finance lease liabilities of $1.7 million.
Net cash used in financing activities of $1.8 million for the
year ended December 31, 2020, was primarily related to repayment of finance lease liabilities of $2.4 million, $1.7 million loan repayments
and payments of deferred offering costs of $0.1 million, partially offset by proceeds from long-term loans of $2.0 million and proceeds
from exercise of stock options of $0.3 million.
87
Contractual Obligations and Commitments
The following table summarizes our contractual obligations and
commitments as of December 31, 2021:
|
Payments Due by Period |
||||||||||||||||
|
Less than 1 year |
1-3 years |
3-5 years |
More than 5 years |
|||||||||||||
|
(in thousands) |
||||||||||||||||
|
Debt obligations1
|
$ |
4,728 |
$ |
37,655 |
$ |
— |
$ |
— |
||||||||
|
Operating lease obligations2
|
1,247 |
2,456 |
1,467 |
— |
||||||||||||
|
Capital lease obligations3
|
147 |
— |
— |
— |
||||||||||||
|
Purchase obligations4
|
13,427 |
47,751 |
14,250 |
— |
||||||||||||
|
Total |
$ |
19,549 |
$ |
87,862 |
$ |
15,717 |
$ |
— |
||||||||
We reported other liabilities of $4.5 million in our consolidated
balance sheet at December 31, 2021, which principally consists of unrecognized tax benefits (see Note 14 to our consolidated financial
statements included elsewhere in this Annual Report on Form 10-K). We have excluded these liabilities from the contractual obligations
table above. A variety of factors could affect the timing of payments for the liabilities related to unrecognized tax benefits. Therefore,
we cannot reasonably estimate the timing of such payments.
Critical Accounting Policies and 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. Our management believes that the estimates, judgment and assumptions used are reasonable based upon information
available at the time they are made. These estimates, judgments and assumptions can affect the reported amounts of assets and liabilities
and disclosure of contingent assets and liabilities at the dates of the consolidated financial statements, and the reported amounts of
revenue and expenses during the reporting periods. Actual results could differ from those estimates.
We believe that the accounting policies described below require
management’s most difficult, subjective or complex judgments. Judgments or uncertainties affecting the application of these policies
may result in materially different amounts being reported under different conditions or using different assumptions. Accordingly, we believe
these are the most critical to aid in fully understanding and evaluating our financial condition and results of operations. See Note 2
to the audited consolidated financial statements included elsewhere in this Annual Report on Form 10-K for additional information regarding
these and our other significant accounting policies.
Revenue Recognition
Revenue is recognized when the customer obtains control of promised
goods or services in an amount that reflects the consideration that we expect to receive in exchange for those goods or services. We apply
judgment in identifying and evaluating terms and conditions in contracts that may impact revenue recognition. Contracts that contain multiple
performance obligations require an allocation of the transaction price to each performance obligation based on a relative standalone selling
price (“SSP”). When applicable, we allocate the transaction price between the separate performance obligations according to
their SSP, which is based on the price at which the performance obligation is sold separately. If the SSP is not observable through past
transactions, we estimate the SSP taking into account available information, including, but not limited to, pricing practices, market
conditions, and the economic life of the software.
1 Represents borrowings
outstanding under our Term Loan Facility as of December 31, 2021, together with estimated interest payments thereon based on the interest
rates in effect for such indebtedness as of December 31, 2021. See “—Liquidity and Capital Resources—Credit Facilities.”
2 Represents minimum lease
payments under our non-cancelable operating leases for certain real property and equipment. The amounts include future payments under
our new lease of office space in New York, NY. See Note 10 to the audited consolidated financial statements included elsewhere in this
Annual Report on Form 10-K for additional information.
3 Represents minimum lease
payments under capital leases.
4 Consists of minimum purchase
commitments mainly for our use of certain cloud and other services with third-party providers with a term of 12 months or longer. Obligations
under contracts that we can cancel without a significant penalty are not included in the table above.
88
Income Taxes
We are subject to income taxes in Israel, the U.S., and other
foreign jurisdictions. Significant judgement is required in determining the provision for income taxes, including evaluating uncertainties
in the application of accounting principles and complex tax laws. We recognize and measure benefits for uncertain tax positions using
a two-step approach. The first step is to determine whether it is more likely than not that a tax position will be sustained upon examination,
including the resolution of any related appeals or litigation based on the technical merits of that position. The second step is to measure
a tax position that meets the more-likely-than-not threshold to determine the amount of benefit to be recognized in the financial statements.
We evaluate uncertain tax positions on a quarterly basis, based upon a number of factors, including changes in facts or circumstances,
changes in tax law, correspondence with tax authorities during the course of audits, and effective settlement of audit issues.
Common Stock Valuation
Prior to the IPO, the fair value of common stock was determined
by our board of directors, with input from management, and taking into account the most recent valuation from an independent third-party
valuation specialist. These valuations were determined in accordance with the guidelines outlined in the American Institute of Certified
Public Accountants Accounting and Valuation Guide: Valuation of Privately-Held-Company Equity Securities Issued as Compensation. The assumptions
we used in the valuation models were based on future expectations combined with management judgment. Numerous objective and subjective
factors were considered in the determination of the fair value of our common stock as of the date of each option grant, including the
following factors:
| • |
contemporaneous valuations performed at periodic intervals by an independent third-party specialist; |
| • |
the likelihood and timing of achieving a liquidity event, such as an initial public offering or sale; |
| • |
the liquidation preferences, rights, and privileges of our preferred stocks relative to our common stock; |
| • |
the nature and history of our business; |
| • |
the general economic conditions and our industry outlook; |
| • |
our overall financial condition; |
| • |
our earning capacity; |
| • |
our dividend history; |
| • |
the existence of goodwill or other intangible value within our business; |
| • |
the prior sales of interests in the business and the size of the interest being valued; |
| • |
the market price of equity interest in companies engaged in the same or a similar lines of business; and |
| • |
adjustments necessary to recognize a lack of marketability of the common stock. |
In valuing our common stock, absent an arm’s-length current/recent
round of financing, the fair value of our business, or equity value, was determined using both the income approach and market approach.
The income approach estimates value based on the expectation
of future cash flows that the company will generate. These future cash flows are discounted to their present values using a discount rate
based on the capital rates of return for comparable publicly traded companies and are adjusted to reflect the risks inherent in the Company’s
cash flows relative to those inherent in the companies utilized in the discount rate calculation.
89
The market approach estimates value based on a comparison of
the company to comparable public companies in a similar line of business. From the comparable companies, representative market value multiples
are determined and then applied to the Company’s financial results to estimate the Company’s value.
The resulting equity value was then allocated to each share class
using an Option Pricing Model (“OPM”). Under the OPM, preferred and common stock are treated as a series of call options,
with the preferred stocks having an exercise price based on the liquidation preference of the respective preferred share. The OPM operates
through a series of Black-Scholes-Merton option pricing models, with the exercise prices of the options representing the upper and lower
bounds of the proceed ranges that a security holder would receive upon a liquidity event. The strike prices occur at break points where
the allocation of firm value changes among the various security holders. The common stock are presumed to have value only if funds available
for distribution to shareholders exceed the value of the respective liquidation preferences at the time of a liquidity event.
Beginning in July 2016, we used a hybrid approach whereby we
used an OPM to model the proceeds to the various shares, options, and warrants in case of a sale. As preferred shares convert to common
shares in case of an initial public offering, we used a fully-diluted share analysis, taking into account in-the-money options and warrants,
to model the proceeds to the various securities in case of an initial public offering. In each period, we estimated the likelihood of
a liquidity event taking the form of an initial public offering rather than a sale and weighted the results of the two analyses accordingly.
Beginning in June 2019, we continued using a hybrid approach
with a separate analysis for an initial public offering exit and sale exit. For the initial public offering analysis, we built a separate
OPM, assuming the conversion of preferred shares and using breakpoints that reflected the expected exercise of options and warrants.
For each valuation date, after the common stock value was determined,
a discount for lack of marketability (“DLOM”) was applied to arrive at the fair value of the common stock on a non-marketable
basis. A DLOM is applied in order to reflect the lack of a recognized market for a closely held interest and the fact that a non-controlling
equity interest may not be readily transferable. A market participant purchasing this share would recognize this illiquidity associated
with the shares, which would reduce the overall fair value. The discount for lack of marketability was determined using a put option as
a proxy for measuring discounts for lack of marketability of securities.
We also considered any secondary transactions involving our capital
shares. In our evaluation of those transactions, we considered the facts and circumstances of each transaction to determine the extent
to which they represented a fair value exchange. Factors considered include:
| • |
transaction volume; |
| • |
proximity in time to other transactions as well as the valuation date; |
| • |
frequency of similar transactions; |
| • |
whether the transactions occurred between willing and unrelated parties; and |
| • |
whether the transactions involved parties with sufficient access to our financial; information from which to make an informed decision
on price. |
Application of these approaches involves the use of estimates,
judgments, and assumptions that are highly complex and subjective, such as those regarding our expected future revenue, expenses, future
cash flows, discount rates, market multiples, the selection of comparable companies, and the probability of possible future events. Changes
in any or all of these estimates and assumptions or the relationships between those assumptions impact our valuations as of each valuation
date and may have a material impact on the valuation of our common stock.
90
On December 24, 2020, our board of directors awarded options
to purchase shares of our common stock (the “December 2020 Awards”). However, in light of the difference between the estimated
price range for our IPO and the fair value used for these stock options, in order to determine the appropriate stock-based compensation
expense for these stock options for financial reporting purposes, we re-evaluated our initial estimate of the fair value of our common
stock. As a result of our re-evaluation, we determined that, solely for financial reporting purposes, the fair value of our common stock
was higher than the fair value of our common stock determined in good faith by our board of directors for the December 2020 Awards. We
determined the fair value per share of our common stock for financial reporting purposes was $7.79 and $7.16 as of December 31, 2020 and
December 24, 2020, respectively.
As our common stock is now publicly traded, we rely on the closing
price of our common stock as reported on the date of grant to determine the fair value of our common stock.
Recent Accounting Pronouncements
Please see Note 2 to our consolidated financial statements included
elsewhere in this Annual Report on Form 10-K for information regarding recent accounting pronouncements.
Jumpstart Our Business Startups Act of 2012
Under the JOBS Act, an “emerging growth company”
can take advantage of an extended transition period for complying with new or revised accounting standards. This provision allows an “emerging
growth company” to delay the adoption of new or revised accounting standards that have different transition dates for public and
private companies until those standards would otherwise apply to private companies. We meet the definition of an “emerging growth
company” and have elected to use this extended transition period for complying with new or revised accounting standards until the
earlier of the date we (x) are no longer an emerging growth company, or (y) affirmatively and irrevocably opt out of the extended transition
period provided in the JOBS Act. As a result, our consolidated financial statements and the reported results of operations contained therein
may not be directly comparable to those of other public companies.
Item 7A. Quantitative and Qualitative
Disclosures About Market Risk.
We are exposed to market risk from changes in exchange rates,
interest rates and inflation. All of these market risks arise in the ordinary course of business, as we do not engage in speculative trading
activities. The following analysis provides additional information regarding these risks.
Foreign Currency and Exchange Risk
Our revenue and expenses are primarily denominated in U.S.
dollars. Our functional currency is the U.S. dollar. Our sales are mainly denominated in U.S. dollars and Euros. A significant portion
of our operating costs are in Israel, consisting principally of salaries and related personnel expenses, and facility expenses, which
are denominated in NIS. This foreign currency exposure gives rise to market risk associated with exchange rate movements of the U.S. dollar
against the NIS and Euros. Furthermore, we anticipate that a significant portion of our expenses will continue to be denominated in NIS.
To reduce the impact of foreign currency exchange risks associated
with forecasted future cash flows and certain existing assets and liabilities and the volatility in our consolidated statements of operations,
we established a hedging policy during the first quarter of 2022. Currently, our hedging activity relates to U.S. dollar/NIS exchange
rate exposure. We do not intend to enter into derivative instruments for trading or speculative purposes. We will account for our derivative
instruments as either assets or liabilities and carry them at fair value in the consolidated balance sheets. The accounting for changes
in the fair value of the derivative will depend on the intended use of the derivative and the resulting designation. Our hedging activities
are expected to reduce but not eliminate the impact of currency exchange rate movements.
A hypothetical 10% change in foreign currency exchange rates
applicable to our business would have had an impact on our results for the year ended December 31, 2021, of $8.6 million due to NIS and
$3.6 million due to Euros.
91
Interest Rate Risk
As of December 31, 2021, we had outstanding floating rate debt obligations
of $38.6 million (consisting of the outstanding principal balance under our credit facilities). Accordingly, fluctuations in market interest
rates may increase or decrease our interest expense which will, in turn, increase or decrease our net income and cash flow. We seek to
manage exposure to adverse interest rate changes through our normal operating and financing activities. At this time, we do not use derivative
instruments to mitigate our interest rate risk. A hypothetical 10% change in interest rates during the periods presented would have resulted
in a change to interest expense of $0.3 million for the year ended December 31, 2021.
Impact of Inflation
While it is difficult to accurately measure the impact
of inflation due to the imprecise nature of the estimates required, we do not believe inflation has had a material effect on our historical
results of operations and financial condition. However, if our costs were to become subject to significant inflationary pressures, we
may not be able to fully offset higher costs through price increases or other corrective measures, and our inability or failure to do
so could adversely affect our business, financial condition, and results of operations.
Item 8. Financial Statements
and Supplementary Data.
The financial statements required to be filed pursuant to this
Item 8 are appended to this report. An index of those financial statements is found in Item 15 of Part IV of this Annual Report on Form
10-K.
92
Item 9. Changes in and Disagreements
with Accountants on Accounting and Financial Disclosure.
None.
Item 9A. Controls and Procedures.
Limitations on effectiveness of controls and procedures
In designing and evaluating our disclosure controls and procedures,
management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance
of achieving the desired control objectives. In addition, the design of disclosure controls and procedures must reflect the fact that
there are resource constraints and that management is required to apply judgment in evaluating the benefits of possible controls and procedures
relative to their costs.
Evaluation of disclosure controls and procedures
Our management, with the participation of our Chief Executive
Officer and Chief Financial Officer, evaluated, as of the end of the period covered by this Annual Report on Form 10-K, the effectiveness
of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act). Based on that evaluation,
our Chief Executive Officer and Chief Financial Officer concluded that, as of December 31, 2021, due to the material weakness described
below, our disclosure controls and procedures were not effective at the reasonable assurance level.
Material Weaknesses
In connection with the preparation of the consolidated
financial statements included in the Prospectus, we concluded that there was a material weakness in our internal control over financial
reporting. In particular, we concluded that we did not have effective controls over the estimation of fair value in connection with stock-based
compensation expenses and re-measurement of liabilities in connection with warrants to purchase preferred and common stock. As a result,
we restated our consolidated financial statements as of and for the year ended December 31, 2020.
Remediation Activities
Management has been actively engaged in remediating the above-described material
weakness since March 2021. During the fourth quarter of 2021, we continued to evaluate and improve our controls over the estimation of
fair value in connection with stock-based compensation. This included hiring additional dedicated and experienced technical resources
to strengthen our corporate oversight over financial reporting and controls associated with complex accounting matters. We have also begun
an evaluation of the tools and external service providers we utilize in connection with the estimation of fair value. In addition, following
the IPO, we utilize the market price of our publicly-traded common stock in our calculation of fair value in connection with stock-based
compensation expenses. The re-measurement of liabilities in connection with warrants to purchase our preferred and common stock was not
relevant to our financial reporting during the fourth quarter of 2021.
We believe we are making progress toward achieving the effectiveness
of our internal controls over the estimation of fair value in connection with stock-based compensation, and we have not identified any
additional material weaknesses in our internal control over financial reporting. We will not be able to conclude whether the steps we
are taking will fully remediate the material weakness in our internal control over the estimation of fair value in connection with stock-based
compensation until we have completed our remediation efforts and subsequently evaluated their effectiveness.
93
Management’s annual report on internal
control over financial reporting
This Annual Report on Form 10-K does not include a report of
management’s assessment regarding our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under
the Exchange Act) or an attestation report of our independent registered accounting firm due to a transition period established by rules
of the SEC for newly public companies. Additionally, our independent registered accounting firm will not be required to opine on the effectiveness
of our internal control over financial reporting pursuant to Section 404 until we are no longer an “emerging growth company”
as defined in the JOBS Act.
Changes in internal control over financial
reporting
Other than as described above, there were no changes in our internal
control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the quarter ended December 31,
2021 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
Item 9B. Other Information.
None.
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.
Not Applicable.
PART III
Item 10. Directors, Executive Officers and Corporate Governance.
The following table provides information regarding our executive
officers and members of our board of directors (ages as of the date of this Annual Report on Form 10-K):
|
Name |
Age |
Position | ||
|
Executive Officers |
||||
|
Ron Yekutiel |
49 |
Chairman, Chief Executive Officer and Director | ||
|
Yaron Garmazi |
57 |
Chief Financial Officer | ||
|
Michal Tsur |
49 |
President and Chief Marketing Officer | ||
|
Non-Employee Directors |
||||
|
Richard Levandov |
67 |
Director | ||
|
Shay David |
49 |
Director | ||
|
Ronen Faier |
51 |
Director | ||
|
Naama Halevi Davidov |
50 |
Director |
Executive Officers
Ron Yekutiel
is one of our co-founders and has served as our Chief Executive Officer and as Chairman of our board of directors since October 2006.
Prior to Kaltura, Mr. Yekutiel co-founded VisualGate Systems Inc., a video surveillance company, in 2003, and co-founded and lead GPSoft
Ltd and the Destinator business unit in Paradigm Advanced Technologies Inc., a GPS navigation and tracking company, in 2001. Mr. Yekutiel
serves as a member of the board of directors of Kaltura Asia Pte Ltd., an affiliate of Kaltura, Inc., and as a member of the board of
directors of various private companies. He received a Master of Business Administration with honors from the Wharton School of the University
of Pennsylvania in 2005. Mr. Yekutiel was selected to serve on our board of directors because of the perspective and experience he provides
as our co-founder and Chief Executive Officer, as well as his extensive experience with technology companies.
Yaron Garmazi
has served as our Chief Financial Officer since May 2017. Prior to joining Kaltura, Mr. Garmazi served as the Chief Executive Officer
of Milestone Sport Ltd., a sports technology company, from 2016 to 2017, and as the Chief Financial Officer of Kontera, an online advertising
company, from 2007 to 2011. He is a Certified Public Accountant (ISR) and received a Bachelor of Arts in Accounting and Business Management
from the Tel Aviv College of Management in 1993.
Michal Tsur
is one of our co-founders and has served as our President and Chief Marketing Officer since 2006. Prior to Kaltura, Dr. Tsur was
a co-founder and Vice President of Cyota, Inc., an online security and anti-fraud solutions company, from 1999 to 2005. Dr. Tsur was a
post-doctoral fellow at Yale Law School from 2005 to 2006, and received a Doctoral degree from New York University in 2005 and a Bachelor
of Arts in Law and Economics from the Hebrew University of Jerusalem in 1996.
Non-Employee Directors
Richard Levandov
has served as a member of our board of directors since 2007. Mr. Levandov has also served as a general partner at Avalon Ventures, a venture
capital firm, since 2007 and as a general partner at Masthead Venture Partners, a venture capital firm, since 1999. Mr. Levandov currently
sits on the board of directors of both Avalon Ventures and Masthead Venture Partners. He received a Bachelor of Science in Management
from Binghamton University in 1976. Mr. Levandov was selected to serve on our board of directors because of his extensive experience in
the venture capital industry.
95
Shay David
is one of our co-founders and has served as a member of our board of directors since October 2006. Dr. David previously held various roles
with us, including President and General Manager of Media and Telecom from 2016 to 2019, and Chief Revenue Officer from 2012 to 2015.
He co-founded Retrain.ai, an artificial intelligence company, in August 2020 and has served as its Chief Executive Officer and Chairman
of the board of directors since its founding. Dr. David also currently serves on the board of directors of King Alfred School Society,
a co-educational independent day school. He was a post-doctoral fellow at Yale Law School from 2007 to 2008, and received a Ph.D. in Science
and Technology from Cornell University in 2008, a Master of Arts from New York University in 2003 and a Bachelor of Science in Computer
Science Philosophy from Tel Aviv University in 2001. Dr. David was selected to serve on our board of directors because of the perspective
and experience he provides as our co-founder and his extensive experience in the media and technology fields.
Ronen Faier
has served on our board of directors since July 2021. Mr. Faier has served as the Chief Financial Officer of SolarEdge Technologies, Inc.,
an energy management company, since January 2011. Prior to his role at SolarEdge, Mr. Faier has served in various executive positions
at publicly traded companies such as SanDisk Corporation, a manufacturing company, VocalTec Communications, Inc., a telecom equipment
provider, and msystems Ltd., a flash storage device company. Mr. Faier is a Certified Public Accountant in Israel. He received a Master’s
of Business Administration from Tel Aviv University in 2000 and a Bachelor of Arts in Accounting and Economics from the Hebrew University
of Jerusalem in 1996. Mr. Faier was selected to serve on our board of directors because of his extensive financial and public company
experience.
Naama Halevi
Davidov has served on our board of directors since July 2021. Dr. Halevi Davidov has served as a Financial Consultant to Joytunes
Ltd., a developer of music learning software, since April 2021 and as a director of Gamida-Cell Ltd., since February 2022.
Prior to that, Dr. Halevi served as Financial Advisor to Gloat Ltd., a talent marketplace platform, and to Healthy IO Ltd., a manufacturer
and marketer of medical equipment. Dr. Halevi Davidov served as our Chief Financial Officer from November 2012 to August 2017. Dr.
Halevi Davidov has also served on the board of our subsidiary, Kaltura Asia Pte Ltd. since February 2015. Dr. Halevi Davidov is a Certified
Public Accountant in Israel. She received a Ph.D. in Strategy from Tel Aviv University in 2012, a Master’s in Business Administration
from Tel Aviv University in 2002 and Bachelor of Arts in Accounting and Economics from Tel Aviv University in 2000. Dr. Halevi Davidov
was selected to serve on our board of directors because of her extensive knowledge of and experience with corporate financial strategy.
Family Relationships
There are no family relationships among any of our directors
or executive officers.
Code of Business Conduct and Ethics
We have adopted a written code of business conduct and ethics that applies to our directors,
officers and employees, including our principal executive officer, principal financial officer, principal accounting officer or controller,
or persons performing similar functions. Our code of business conduct and ethics is available under the Corporate Governance section of
our website at investors.kaltura.com. In addition, we intend to post on our website all disclosures that are required by law or the Nasdaq
rules concerning any amendments to, or waivers from, any provision of the code. The reference to our website address does not constitute
incorporation by reference of the information contained at or available through our website, and you should not consider it to be a part
of this Annual Report on Form 10-K.
The remaining information required by this item will be included
under the headings “Election of Directors,” “Corporate Governance,” and, if applicable, “Delinquent
Section 16(a) Reports” in our definitive proxy statement for our 2022 Annual Meeting of Stockholders, and such required information
is incorporated herein by reference.
Item 11. Executive Compensation.
The information required by this item will be included under the headings “Executive
Compensation” and “Compensation Committee Interlocks and Insider Participation” in our definitive proxy statement for
our 2022 Annual Meeting of Stockholders, and such information is incorporated herein by reference.
96
Item 12. Security Ownership
of Certain Beneficial Owners and Management and Related Stockholder Matters.
Securities Authorized for Issuance Under Equity Compensation Plans (as of December 31,
2021)
|
Plan Category |
Number of
Securities
to be Issued
Upon
Exercise of
Outstanding
Options,
Warrants
and Rights(1)
|
Weighted
Average
Exercise
Price of
Outstanding
Options,
Warrants
and Rights(2)
|
Number of
Securities
Remaining Available
for Future
Issuance Under Equity Compensation Plans (excluding securities in first column
|
|||||||||
|
Equity compensation plans approved by security holders |
37,627,380 |
(3) |
$ |
3.98 |
2,002,162 |
(4) | ||||||
|
Equity compensation plans not approved by security holders |
— |
— |
— |
|||||||||
|
Total |
37,627,380 |
$ |
3.98 |
2,002,162 |
||||||||
(1) Prior to our initial public offering, we granted awards under
our 2007 Stock Option Plan, 2007 Israeli Share Option and 2017 Equity Incentive Plan. Following our initial public offering, we granted
awards under our 2021 Incentive Award Plan. Refer to Note 13 of our audited consolidated financial statements included elsewhere in this
Annual Report on Form 10-K for additional information.
(2) The weighted average exercise price does not reflect the
shares that will be issued upon the vesting of restricted stock units, which have no exercise price.
(3) The number consists of 32,702,963 shares to be issued upon
exercise of options to purchase shares of common stock, and 4,924,417 shares to be issued upon the vesting of restricted stock units.
(4) As of December 31, 2021, we had 2,002,162 shares of
our common stock reserved for future issuance under our 2021 Incentive Award Plan. The number of shares of common stock available for
issuance under the 2021 Incentive Award Plan will also include an annual increase on the first day of each fiscal year beginning on January
1, 2022. Refer to Note 13 of our audited consolidated financial statements included elsewhere in this Annual Report on Form 10-K for additional
information.
Other
The remaining information required by this item will
be included under the heading “Security Ownership of Certain Beneficial Owners and Management” in our definitive proxy statement
for our 2022 Annual Meeting of Stockholders, and such required information is incorporated herein by reference.
Item 13. Certain Relationships
and Related Transactions, and Director Independence.
The information required by this item will be included
under the headings “Certain Relationships and Related Person Transactions,” “Corporate Governance” and “Director
Independence” in our definitive proxy statement for our 2022 Annual Meeting of Stockholders, and such information is incorporated
herein by reference.
Item 14. Principal Accountant Fees and Services.
The information required by this item will be included
under the heading “Independent Registered Public Accounting Firm Fees and Other Matters” in our definitive proxy statement
for our 2022 Annual Meeting of Stockholders, and such information is incorporated herein by reference.
97
PART IV
Item 15. Exhibits and Financial Statement Schedules
(a)(1) Financial Statements.
The following documents are included on pages F-1 through F-57
attached hereto and are filed as part of this Annual Report on Form 10-K.
Index to Consolidated Financial Statements
|
Page | |
|
Report of Independent Registered Public
Accounting Firm |
F-2 |
|
Consolidated Balance Sheets as of December 31,
2021 and 2020 |
F-3 |
|
Consolidated Statements of Operations
for the years ended December 31, 2021, 2020 and 2019 |
F-5 |
|
Consolidated Statements of Convertible
and Redeemable Convertible Preferred Stock and Stockholders’ Equity (Deficit) for the years ended December 31, 2021, 2020 and
2019 |
F-6 |
|
Consolidated Statements of Cash Flows
for the years ended December 31, 2021, 2020 and 2019 |
F-7 |
|
Notes to Consolidated Financial Statements
|
F-9 |
(a)(2) Financial Statement Schedules.
All financial statement schedules have been omitted because they
are not applicable, not required or the information required is shown in the financial statements or the notes thereto.
(a)(3) Exhibits.
The following is a list of exhibits filed as part of this Annual
Report on Form 10-K.
|
Incorporated by Reference |
Filed/ | |||||||||||
|
Exhibit
Number |
Exhibit Description |
Form |
File No. |
Exhibit |
Filing
Date |
Furnished
Herewith | ||||||
|
8-K |
001-40644 |
3.1 |
7/23/2021 |
|||||||||
|
8-K |
001-40644 |
3.2 |
7/23/2021 |
|||||||||
|
S-1/A |
333-253699 |
4.1 |
3/23/2021 |
|||||||||
|
S-1/A |
333-253699 |
4.2 |
3/23/2021 |
|||||||||
98
|
S-1/A |
333-253699 |
4.7 |
3/23/2021 |
|||||||||
|
* | ||||||||||||
|
S-1/A |
333-253699 |
10.1 |
3/26/2021 |
|||||||||
|
S-1/A |
333-253699 |
10.1 |
7/12/2021 |
|||||||||
|
* | ||||||||||||
|
S-1/A |
333-253699 |
10.2 |
3/26/2021 |
|||||||||
|
S-1/A |
333-253699 |
10.3 |
3/26/2021 |
|||||||||
|
S-1/A |
333-253699 |
10.4 |
3/23/2021 |
99
|
S-1/A |
333-253699 |
10.5 |
3/23/2021 |
|||||||||
|
S-1/A |
333-253699 |
10.6 |
3/23/2021 |
|||||||||
|
S-1/A |
333-253699 |
10.7 |
3/23/2021 |
|||||||||
|
S-1/A |
333-253699 |
10.8 |
3/23/2021 |
|||||||||
|
S-1/A |
333-253699 |
10.9 |
3/23/2021 |
|||||||||
|
S-1/A |
333-253699 |
10.10 |
3/23/2021 |
|||||||||
|
S-1/A |
333-253699 |
10.12 |
3/26/2021 |
|||||||||
|
S-1/A |
333-253699 |
10.13 |
3/26/2021 |
|||||||||
|
S-1/A |
333-253699 |
10.14 |
3/26/2021 |
|||||||||
|
S-1/A |
333-253699 |
10.15 |
3/23/2021 |
|||||||||
|
S-1/A |
333-253699 |
10.16 |
3/26/2021 |
|||||||||
|
S-1/A |
333-253699 |
10.17 |
3/23/2021 |
100
|
* | ||||||||||||
|
* | ||||||||||||
|
S-1/A |
333-253699 |
10.18 |
3/23/2021 |
|||||||||
|
* | ||||||||||||
|
* | ||||||||||||
|
* | ||||||||||||
|
* | ||||||||||||
|
** | ||||||||||||
|
** | ||||||||||||
|
101.INS |
Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File
because its XBRL tags are embedded within the Inline XBRL document |
* | ||||||||||
|
101.SCH |
Inline XBRL Taxonomy Extension Schema Document |
* | ||||||||||
|
101.CAL |
Inline XBRL Taxonomy Extension Calculation Linkbase Document |
* | ||||||||||
|
101.DEF |
Inline XBRL Taxonomy Extension Definition Linkbase Document |
* | ||||||||||
|
101.LAB |
Inline XBRL Taxonomy Extension Label Linkbase Document |
* | ||||||||||
|
101.PRE |
Inline XBRL Taxonomy Extension Presentation Linkbase Document |
* | ||||||||||
|
104 |
Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) |
* |
* Filed herewith.
** Furnished herewith.
† Indicates management contract or compensatory
plan.
Item 16. Form 10-K Summary
None.
101
KALTURA, INC.
CONSOLIDATED FINANCIAL STATEMENTS
AS OF DECEMBER 31, 2021
U.S. DOLLARS IN THOUSANDS
INDEX
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Page |
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Report of Independent Registered Public Accounting Firm (PCAOB ID ) |
F-2 |
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F-3 |
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F-5 |
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F-6 |
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F-7 |
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F-9 |
To the Stockholders and the Board of Directors of Kaltura, Inc.
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of Kaltura, Inc. and subsidiaries (the Company) as of December 31, 2021 and 2020, the related consolidated statements of operations, convertible and redeemable convertible preferred stock and stockholders' equity (deficit) and cash flows for each of the three years in the period ended December 31, 2021, and the related notes (collectively referred to as the "consolidated financial statements"). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2021 and 2020, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2021, in conformity with U.S. generally accepted accounting principles.
Basis for Opinion
These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion.
Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
/s/ KOST FORER GABBAY & KASIERER
A Member of EY Global
We have served as the Company's auditor since 2007.
Tel-Aviv, Israel
February 25, 2022
F - 2
KALTURA, INC. AND SUBSIDIARIES
|
|
December 31, | |||||||
|
|
2021 |
2020 |
||||||
|
ASSETS |
||||||||
|
CURRENT ASSETS: |
||||||||
|
Cash and cash equivalents |
$ | 143,949 | $ | 27,711 | ||||
|
Trade receivables |
17,509 | 17,134 | ||||||
|
Prepaid expenses and other current assets |
5,110 | 2,769 | ||||||
|
Deferred contract acquisition and fulfillment costs, current |
9,079 | 5,848 | ||||||
|
|
||||||||
|
Total current assets |
175,647 | 53,462 | ||||||
|
|
||||||||
|
LONG-TERM ASSETS: |
||||||||
|
Property and equipment, net |
9,503 | 4,147 | ||||||
|
Other assets, noncurrent |
2,543 | 3,564 | ||||||
|
Deferred contract acquisition and fulfillment costs, noncurrent |
22,621 | 15,876 | ||||||
|
Intangible assets, net |
1,909 | 2,835 | ||||||
|
Goodwill |
11,070 | 11,070 | ||||||
|
|
||||||||
|
Total noncurrent assets |
47,646 | 37,492 | ||||||
|
|
||||||||
|
TOTAL ASSETS |
$ | 223,293 | $ | 90,954 | ||||
|
|
||||||||
|
LIABILITIES, CONVERTIBLE AND REDEEMABLE CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS' EQUITY (DEFICIT) |
||||||||
|
CURRENT LIABILITIES: |
||||||||
|
Current portion of long-term loans |
2,794 | 1,000 | ||||||
|
Current portion of long-term lease liabilities |
147 | 1,738 | ||||||
|
Trade payables |
6,480 | 5,045 | ||||||
|
Employees and payroll accruals |
18,627 | 16,275 | ||||||
|
Accrued expenses and other current liabilities |
18,349 | 11,251 | ||||||
|
Deferred revenue, current |
51,689 | 47,685 | ||||||
|
|
||||||||
|
Total current liabilities |
98,086 | 82,994 | ||||||
|
|
||||||||
|
NONCURRENT LIABILITIES: |
||||||||
|
Deferred revenue, noncurrent |
1,953 | 1,858 | ||||||
|
Long-term loans, net of current portion |
35,795 | 47,160 | ||||||
|
Other liabilities, noncurrent |
2,185 | 2,706 | ||||||
|
Warrants to purchase preferred and common stock |
- | 56,780 | ||||||
|
Total noncurrent liabilities |
39,933 | 108,504 | ||||||
|
|
||||||||
|
TOTAL LIABILITIES |
$ | 138,019 | $ | 191,498 | ||||
F - 3
KALTURA, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(U.S. dollars in thousands, except for share data)
|
|
December 31, | |||||||
|
|
2021 |
2020 |
||||||
|
COMMITMENTS AND CONTINGENCIES (Note 10) |
||||||||
|
|
||||||||
|
Convertible preferred stock, $0.0001 par value per share, 0 and 1,043,778 shares authorized, issued and outstanding as of December 31, 2021 and 2020; aggregate liquidation preference of $0 and $1,921 as of December 31, 2021 and 2020, respectively |
- | 1,921 | ||||||
|
Redeemable convertible preferred stock, $0.0001 par value per share, 0 and 15,968,831 shares authorized as of December 31, 2021, and December 31, 2020, respectively; 0 and 15,779,322 issued and outstanding as of December 31, 2021, and December 31, 2020, respectively; aggregate liquidation preference of $0 and $185,425 as of December 31, 2021, and 2020, respectively |
- | 158,191 | ||||||
|
|
||||||||
|
Total mezzanine equity |
- | 160,112 | ||||||
|
|
||||||||
|
STOCKHOLDERS' EQUITY (DEFICIT): |
||||||||
|
Preferred stock, $0.0001 par value per share, 20,000,000 and 0 shares authorized as of December 31, 2021, and 2020, respectively; 0 shares issued and outstanding as of December 31, 2021, and 2020 |
- | - | ||||||
|
Common stock $0.0001 par value per share, 1,000,000,000 and 157,500,000 shares authorized as of December 31, 2021 and 2020, respectively; 134,610,294 and 33,153,112, shares issued as of December 31, 2021 and 2020, respectively; 126,925,104 and 25,467,922 outstanding as of December 31, 2021 and 2020, respectively |
13 | 2 | ||||||
|
Treasury stock - |
(4,881 | ) | (4,881 | ) | ||||
|
Additional paid-in capital |
412,776 | 8,388 | ||||||
|
Receivables on account of stock |
- | (882 | ) | |||||
|
Accumulated deficit |
(322,634 | ) | (263,283 | ) | ||||
|
|
||||||||
|
Total stockholders' equity (deficit) |
85,274 | (260,656 | ) | |||||
|
|
||||||||
|
TOTAL LIABILITIES, CONVERTIBLE AND REDEEMABLE CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS’ EQUITY (DEFICIT) |
$ | 223,293 | $ | 90,954 | ||||
F - 4
|
|
Year ended December 31, |
|||||||||||
|
|
2021 |
2020 |
2019 |
|||||||||
|
Revenue: |
||||||||||||
|
Subscriptions |
$ | 144,966 | $ | 104,064 | $ |
84,725 |
||||||
|
Professional services |
20,050 | 16,376 |
12,624 |
|||||||||
|
Total revenue |
165,016 | 120,440 |
97,349 |
|||||||||
|
Cost of revenue: |
||||||||||||
|
Subscriptions |
39,866 | 28,486 |
18,669 |
|||||||||
|
Professional services |
22,448 | 19,179 |
16,949 |
|||||||||
|
Total cost of revenue |
62,314 | 47,665 |
35,618 |
|||||||||
|
|
||||||||||||
|
Gross profit |
102,702 | 72,775 |
61,731 |
|||||||||
|
|
||||||||||||
|
Operating expenses: |
||||||||||||
|
|
||||||||||||
|
Research and development |
48,376 | 29,567 |
24,216 |
|||||||||
|
Sales and marketing |
45,788 | 29,475 |
25,515 |
|||||||||
|
General and administrative |
39,489 | 22,222 |
14,779 |
|||||||||
|
Other operating expenses |
1,724 | - | - | |||||||||
|
|
||||||||||||
|
Total operating expenses |
135,377 | 81,264 |
64,510 |
|||||||||
|
|
||||||||||||
|
Operating loss |
32,675 | 8,489 |
2,779 |
|||||||||
|
|
||||||||||||
|
Financial expenses, net |
20,106 | 46,721 |
11,189 |
|||||||||
|
|
||||||||||||
|
Loss before provision for income taxes |
52,781 | 55,210 |
13,968 |
|||||||||
|
|
||||||||||||
|
Provision for income taxes |
6,570 | 3,553 |
1,604 |
|||||||||
|
|
||||||||||||
|
Net loss |
59,351 | 58,763 |
15,572 |
|||||||||
|
|
||||||||||||
|
Preferred stock accretion and cumulative undeclared dividends
|
8,241 | 11,934 |
9,749 |
|||||||||
|
Net loss attributable to common stockholders |
$ | 67,592 | $ | 70,697 |
$ |
25,321 |
||||||
|
|
||||||||||||
|
Net loss per share attributable to common stockholders, basic and diluted |
$ | 0.95 | $ | 2.83 |
$ |
1.11 |
||||||
|
|
||||||||||||
|
Weighted-average shares used in computing net loss per share attributable to common stockholders, basic and diluted |
71,073,052 | 24,939,901 |
22,754,499 |
|||||||||
F - 5
KALTURA, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CONVERTIBLE AND REDEEMABLE CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS' EQUITY (DEFICIT)
U.S. dollars in thousands (except share data)
|
Convertible preferred Stock |
Redeemable convertible preferred Stock |
Common stock |
Treasury stock |
Receivables on account of stock |
Additional paid-in capital |
Accumulated deficit |
Total stockholders' equity (deficit) | |||||||||||||||||||||||||||||||||||||||||
|
|
Number |
Amount |
Number |
Amount |
Number |
Amount |
Number |
Amount |
||||||||||||||||||||||||||||||||||||||||
|
Balance as of January 1, 2019 |
1,043,778 |
$ |
1,921 |
15,779,322 |
$ |
145,801 |
22,516,251 |
$ |
2 |
7,685,190 |
$ | (4,881 | ) | $ |
(882 |
) | - | $ |
(190,274 |
) | $ |
(196,035 |
) | |||||||||||||||||||||||||
|
Cumulative-effect adjustment for adoption of ASU 2014-09 |
- | - | - | - | - | - | - | - | - | - |
8,606 |
8,606 |
||||||||||||||||||||||||||||||||||||
|
Stock-based compensation expenses |
- | - | - | - | - | - | - | - | - |
2,322 |
- |
2,322 |
||||||||||||||||||||||||||||||||||||
|
Issuance of common stock upon exercise of stock options |
- | - | - | - |
443,718 |
*)- |
- | - | - |
147 |
- |
147 |
||||||||||||||||||||||||||||||||||||
|
Accretion of redeemable convertible preferred stock |
- | - | - |
9,749 |
- | - | - | - | - |
(2,469 |
) |
(7,280 |
) |
(9,749 |
) | |||||||||||||||||||||||||||||||||
|
Net loss |
- | - | - | - | - | - | - | - | - | - |
(15,572 |
) |
(15,572 |
) | ||||||||||||||||||||||||||||||||||
|
Balance as of December 31, 2019 |
1,043,778 | 1,921 | 15,779,322 | 155,550 | 22,959,969 | 2 | 7,685,190 | (4,881 | ) | (882 | ) | - | (204,520 | ) | (210,281 | ) | ||||||||||||||||||||||||||||||||
|
|
||||||||||||||||||||||||||||||||||||||||||||||||
|
Stock-based compensation expenses |
- | - | - | - | - | - | - | - | - | 5,114 | - | 5,114 | ||||||||||||||||||||||||||||||||||||
|
Issuance of common stock upon exercise of stock options |
- | - | - | - | 1,281,438 | *) - | - | - | - | 280 | - | 280 | ||||||||||||||||||||||||||||||||||||
|
Reclassification to equity of warrant to common stock |
- | - | - | - | - | - | - | - | - | 3,057 | - | 3,057 | ||||||||||||||||||||||||||||||||||||
|
Issuance of common stock upon business combination |
- | - | - | - | 1,226,515 |
*) - |
- | - | - | 2,578 | - | 2,578 | ||||||||||||||||||||||||||||||||||||
|
Accretion of redeemable convertible preferred stock |
- | - | - | 2,641 | - | - | - | - | - | (2,641 | ) | - | (2,641 | ) | ||||||||||||||||||||||||||||||||||
|
Net loss |
- | - | - | - | - | - | - | - | - | - | (58,763 | ) | (58,763 | ) | ||||||||||||||||||||||||||||||||||
|
|
||||||||||||||||||||||||||||||||||||||||||||||||
|
Balance as of December 31, 2020 |
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 | ) | ||||||||||||||||||||||||||||||||
|
|
||||||||||||||||||||||||||||||||||||||||||||||||
|
Issuance of preferred stock upon exercise of warrants |
- | - | 27,011 | 1,149 | - | - | - | - | - | - | - | - | ||||||||||||||||||||||||||||||||||||
|
Loan forgiveness |
- | - | - | - | - | - | - | - | 882 | - | - | 882 | ||||||||||||||||||||||||||||||||||||
|
Accretion of redeemable convertible preferred stock |
- | - | - | 1,569 | - | - | - | - | - | (1,569 | ) | - | (1,569 | ) | ||||||||||||||||||||||||||||||||||
|
Redemption of redeemable convertible preferred stock upon initial public offering |
- | - | - | (1,569 | ) | - | - | - | - | - | - | - | - | |||||||||||||||||||||||||||||||||||
|
Conversion of convertible and redeemable convertible preferred stock to common stock upon initial public offering |
(1,043,778 | ) | (1,921 | ) | (15,806,333 | ) | (159,340 | ) | 76,262,942 | 8 | - | - | - | 161,253 | - | 161,261 | ||||||||||||||||||||||||||||||||
|
Issuance of common stock upon initial public offering, net of underwriting discounts and commissions and other issuance costs |
- | - | - | - | 17,250,000 | 2 | - | - | - | 155,596 | - | 155,598 | ||||||||||||||||||||||||||||||||||||
|
Conversion of warrants to common stock upon initial public offering |
- | - | - | - | 7,067,699 | 1 | - | - | - | 70,676 | - | 70,677 | ||||||||||||||||||||||||||||||||||||
|
Stock-based compensation expenses |
- | - | - | - | - | - | - | - | - | 17,065 | - | 17,065 | ||||||||||||||||||||||||||||||||||||
|
Issuance of common stock upon exercise of stock options, and release of restricted stock units |
- | - | - | - | 876,541 | - | - | - | - | 1,367 | - | 1,367 | ||||||||||||||||||||||||||||||||||||
|
Net loss |
- | - | - | - | - | - | - | - | - | - | (59,351 | ) | (59,351 | ) | ||||||||||||||||||||||||||||||||||
|
|
||||||||||||||||||||||||||||||||||||||||||||||||
|
Balance as of December 31, 2021 |
- | $ | - | - | $ | - | 126,925,104 | $ | 13 | 7,685,190 | $ | (4,881 | ) | $ | - | $ | 412,776 | $ | (322,634 | ) | $ | 85,274 | ||||||||||||||||||||||||||
*) Represents an amount that is lower than $1
F - 6
KALTURA, INC. AND SUBSIDIARIES
U.S. dollars in thousands
|
Year ended December 31, |
||||||||||||
|
|
2021 |
2020 |
2019 |
|||||||||
|
Cash flows from operating activities: |
||||||||||||
|
Net loss |
$ | (59,351 | ) | $ | (58,763 | ) | $ |
(15,572 |
) | |||
|
Adjustments to reconcile net loss to net cash provided by (used in) operating activities: |
||||||||||||
|
Depreciation, amortization, and abandonment costs |
2,412 | 7,677 |
4,490 |
|||||||||
|
Stock-based compensation expenses |
17,065 | 5,114 |
2,322 |
|||||||||
|
Amortization of deferred contract acquisition and fulfillment costs |
8,075 | 4,231 |
3,290 |
|||||||||
|
Change in valuation of warrants to purchase preferred and common stock |
15,046 | 41,505 |
5,300 |
|||||||||
|
Non-cash interest expenses |
331 | 263 |
407 |
|||||||||
|
Non-cash expenses with respect to stockholders’ loans |
882 | - | - | |||||||||
|
Gain on sale of property and equipment |
(757 | ) | - | - | ||||||||
|
Changes in operating assets and liabilities: |
||||||||||||
|
Decrease (increase) in trade receivables |
(1,057 | ) | (6,274 | ) |
6,159 |
|||||||
|
Increase in prepaid expenses and other current assets and other assets, noncurrent |
(2,299 | ) | (864 | ) |
(54 |
) | ||||||
|
Increase in deferred contract acquisition and fulfillment costs |
(18,051 | ) | (12,947 | ) |
(6,590 |
) | ||||||
|
Increase in trade payables |
3,886 | 2,064 |
2,004 |
|||||||||
|
Increase (decrease) in accrued expenses and other current liabilities |
3,756 | 4,964 |
(1,517 |
) | ||||||||
|
Increase in employees and payroll accruals |
2,352 | 5,886 |
1,435 |
|||||||||
|
Increase (decrease) in other liabilities, noncurrent |
(675 | ) | 635 |
39 |
||||||||
|
Increase (decrease) in deferred revenue |
6,275 | 12,313 |
(1,343 |
) | ||||||||
|
|
||||||||||||
|
Net cash provided by (used in) operating activities |
(22,110 | ) | 5,804 |
370 |
||||||||
|
|
||||||||||||
|
Cash flows from investing activities: |
||||||||||||
|
|
||||||||||||
|
Net cash acquired in business combination |
- | 383 | - | |||||||||
|
Purchases of property and equipment |
(1,876 | ) | (1,118 | ) |
(2,239 |
) | ||||||
|
Proceeds from sale of property and equipment |
757 | - | - | |||||||||
|
Capitalized internal-use software development costs |
(3,978 | ) | (1,849 | ) |
(249 |
) | ||||||
|
Purchase of intangible assets |
(145 | ) | (162 | ) |
(244 |
) | ||||||
|
|
||||||||||||
|
Net cash used in investing activities |
(5,242 | ) | (2,746 | ) |
(2,732 |
) | ||||||
|
|
||||||||||||
|
Cash flows from financing activities: |
||||||||||||
|
|
||||||||||||
|
Proceeds from initial public offering, net of underwriting discounts and commissions |
160,425 | - | - | |||||||||
|
Payment related to the conversion of Series F redeemable convertible preferred stock upon initial public offering |
(1,569 | ) | - | - | ||||||||
|
Proceeds from long-term loans, net of debt issuance cost |
41,915 | 2,000 |
2,971 |
|||||||||
|
Repayment of long-term loans |
(51,833 | ) | (1,667 | ) | - | |||||||
|
Principal payments on finance leases |
(1,717 | ) | (2,354 | ) |
(2,818 |
) | ||||||
|
Proceeds from exercise of stock options |
1,335 | 280 |
147 |
|||||||||
|
Payment of deferred offering costs |
(5,188 | ) | (106 | ) | - | |||||||
|
|
||||||||||||
|
Net cash provided by (used in) financing activities |
143,368 | (1,847 | ) |
300 |
||||||||
|
|
||||||||||||
|
Net increase (decrease) in cash, cash equivalents and restricted cash |
$ | 116,016 | $ | 1,211 | $ |
(2,062 |
) | |||||
|
Cash, cash equivalents and restricted cash at the beginning of the year |
28,355 | 27,144 |
29,206 |
|||||||||
|
|
||||||||||||
|
Cash, cash equivalents and restricted cash at the end of the year |
$ | 144,371 | $ | 28,355 | $ |
27,144 |
||||||
F - 7
KALTURA INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
U.S. dollars in thousands
|
Year ended December 31, |
||||||||||||
|
|
2021 |
2020 |
2019 | |||||||||
|
|
||||||||||||
|
Supplemental disclosure of non-cash activity: |
||||||||||||
|
|
||||||||||||
|
Purchase of property, equipment, internal-use software, and intangible asset in credit |
$ | 1,106 | $ | 155 | $ |
142 |
||||||
|
|
||||||||||||
| Purchase of property and equipment by capital lease | $ | - | $ | - | $ | 98 | ||||||
|
Conversion of warrants to common stock upon initial public offering |
$ | 70,677 | $ | - | $ |
- |
||||||
|
|
||||||||||||
|
Conversion of convertible and redeemable convertible preferred stock to common stock upon initial public offering |
$ | 161,261 | $ | - | $ | - | ||||||
|
|
||||||||||||
|
Issuance of ordinary shares and warrant with respect to business combination |
$ | - | $ | 3,799 | $ | - | ||||||
|
|
||||||||||||
|
Unpaid deferred offering costs |
$ | - | $ | 976 | $ | - | ||||||
|
|
||||||||||||
|
Supplemental disclosure of cash flow information |
||||||||||||
|
|
||||||||||||
|
Cash paid for income taxes, net |
$ | 2,636 | $ | 1,210 | $ |
1,073 |
||||||
|
|
||||||||||||
|
Cash paid for interest |
$ | 1,944 | $ | 3,947 | $ |
4,298 |
||||||
|
|
||||||||||||
|
Reconciliation of cash, cash equivalents, and restricted cash to the consolidated balance sheet |
||||||||||||
|
|
||||||||||||
|
Cash and cash equivalents |
$ | 143,949 | $ | 27,711 | $ |
26,538 |
||||||
|
Restricted cash included in other assets, noncurrent |
422 | 644 |
606 |
|||||||||
|
|
||||||||||||
|
Total cash, cash equivalents, and restricted cash |
$ | 144,371 | $ | 28,355 | $ |
27,144 |
||||||
F - 8
KALTURA INC. AND ITS SUBSIDIARIES
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”).
Initial Public Offering
On July 23, 2021, the Company completed its initial public offering (“IPO”), in which the Company issued and sold 15,000,000 shares of its common stock at an offering price of $10.00 per share. On August 6, 2021, the underwriters of the IPO exercised in full their option to purchase 2,250,000 additional shares of common stock at the offering price of $10.00 per share. The Company received net proceeds of $155,598 after deducting underwriting discounts and commissions of $12,075, and other issuance costs of $4,827.
Immediately prior to the closing of the IPO, all convertible and redeemable convertible preferred shares then outstanding automatically converted into 76,262,942 shares of common stock and warrants to purchase preferred and common stock were automatically converted into 7,067,699 shares of common stock.
Pursuant to the terms of a certain warrant to purchase common stock (the “Series F Warrant”), and in the case of the Series F redeemable convertible preferred stock, of the Certificate of Incorporation (as in effect immediately prior to the IPO), the Company was required to make certain cash payments to SSIG (Special Situations Investing Group II, LLC, an affiliate of Goldman Sachs & Co. LLC) if the initial public offering price per share at which shares of the common stock were sold (the “Actual IPO Price”) was less than the price per share used to calculate the number of shares issuable upon the automatic cashless exercise of the Series F Warrant or the conversion of the Series F convertible and redeemable preferred stock, as the case may be (the “Estimated Price”). Accordingly, because the Actual IPO Price was less than the Estimated Price, the Company was required to make a cash payment to SSIG in the amount of $1,569 in connection with the closing of the IPO, and it made such payment in July 2021.
F - 9
KALTURA, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
U.S. dollars in thousands (except share and per share data)
NOTE 2: SIGNIFICANT ACCOUNTING POLICIES
The consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States ("U.S. GAAP").
| a. |
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, stock-based compensation cost, fair value measurement of warrants and accretion of redeemable stocks (both prior to the IPO), 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.
Due to the Coronavirus (“COVID-19”) pandemic, there has been uncertainty and disruption in the global economy and financial markets. The Company is not aware of any specific event or circumstance that would require a material update to its estimates or judgments or an adjustment of the carrying value of its assets or liabilities as of December 31, 2021.
While there was not a material impact to the Company’s consolidated financial statements as of and for the year ended December 31, 2021, these estimates may change, as new events occur and additional information is obtained, as well as other factors related to COVID-19 and its variants that could result in material impacts to the Company’s consolidated financial statements in future reporting periods.
| b. |
Financial Statements in U.S. Dollars:
|
The currency of the primary economic environment in which the operations of Kaltura Inc. and its subsidiaries are conducted is the U.S. dollar; thus, the dollar is the functional currency of Kaltura Inc. and its subsidiaries.
Accordingly, monetary accounts maintained in currencies other than the U.S. dollar are remeasured into U.S. dollars in accordance with Statement of the Accounting Standard Codification ("ASC") 830 "Foreign Currency Matters" ("ASC 830"). All transaction gains and losses of the remeasured monetary balance sheet items are reflected in the statements of operations as financial income or expenses, as appropriate.
| c. |
Principles of Consolidation:
|
The consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. Intercompany transactions and balances have been eliminated upon consolidation.
F - 10
KALTURA, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
U.S. dollars in thousands (except share and per share data)
NOTE 2: SIGNIFICANT ACCOUNTING POLICIES (Cont.)
| d. |
Cash and Cash Equivalents:
|
Cash equivalents are short term, highly liquid investments that are readily convertible to cash with original maturities of three months or less, at the date acquired.
| e. |
Restricted Cash:
|
Restricted cash is primarily invested in deposits held to maturity, stated at cost, which also approximates their fair value, and are used as security for the Company's liabilities. These deposits are used mainly as security for rent payments, and the Company's credit cards. Restricted cash is presented in the balance sheet as part of other assets, noncurrent.
| f. |
Trade Receivables:
|
Trade receivables are recorded at the invoiced amount and includes also amounts for which revenue has been recognized but not invoiced. The allowance for doubtful accounts is based on the Company's assessment of the collectability of accounts. The Company regularly reviews the adequacy of the allowance for doubtful accounts based on a combination of factors, including an assessment of the current customer's aging balance, the nature and size of the customer, the financial condition of the customer, and the amount of any receivables in dispute. There were no material write-offs for allowance of doubtful accounts recognized in the periods presented.
| g. |
Property and Equipment, net:
|
Property and equipment are stated at cost, net of accumulated depreciation. Depreciation is calculated using the straight-line method over the estimated useful lives of the assets:
|
Years
|
||
|
Computers and peripheral equipment
|
3
|
|
|
Office furniture and equipment
|
7-15
|
|
|
Leasehold improvements
|
Over the shorter of the related lease period or the life of the asset
|
| h. |
Impairment of Long-Lived Assets:
|
The long-lived assets of the Company are reviewed for impairment in accordance with ASC 360, “Property, Plant and Equipment” (“ASC 360”), whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. The recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to the future undiscounted cash flows expected to be generated by the assets. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the fair value of the assets. There were no impairment charges to long-lived assets during the periods presented.
F - 11
KALTURA, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
U.S. dollars in thousands (except share and per share data)
NOTE 2: SIGNIFICANT ACCOUNTING POLICIES (Cont.)
| i. |
Intangible Assets, net:
|
Intangible assets consist primarily of customer relationships, technology and trade name. The intangible assets are amortized over their estimated useful lives in proportion to the economic benefits realized. Intangible assets consist primarily of customer relationships, technology, and trade name. The intangible assets are amortized over their estimated useful lives in proportion to the economic benefits realized.
Amortization for the intangible assets was recognized over the following periods:
|
Years
|
||
|
Customer relationships
|
7-9
|
|
|
Technology
|
5-8
|
|
|
Tradename
|
10
|
| j. |
Goodwill:
|
Goodwill represents the excess of the purchase price over the fair value of net assets acquired in business combinations using the acquisition method of accounting, which requires that the assets acquired and liabilities assumed be recorded at the date of acquisition at their respective fair values.
Goodwill is subject to an impairment test at the reporting unit level at least annually in the fourth quarter, or more frequently if events or changes in circumstances indicate that goodwill may be impaired. The Company identified two reporting units - EE&T and M&T. Goodwill impairment is deemed to exist if the net book value of a reporting unit exceeds its estimated fair value. An impairment loss is recognized in an amount equal to the excess. There were no impairment charges to goodwill during the periods presented.
| k. |
Leases:
|
Leases are classified at the inception date as either a capital lease or an operating lease. The Company assesses a lease to be a capital lease if any of the following conditions exist: a) ownership is transferred to the lessee by the end of the lease term, b) there is a bargain purchase option, c) the lease term is at least 75% of the property’s estimated remaining economic life or d) the present value of the minimum lease payments at the beginning of the lease term is 90% or more of the fair value of the leased property to the lessor at the inception date. A capital lease is accounted for as if there were an acquisition of an asset and an incurrence of an obligation at the inception of the lease.
F - 12
KALTURA, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
U.S. dollars in thousands (except share and per share data)
NOTE 2: SIGNIFICANT ACCOUNTING POLICIES (Cont.)
Capital lease assets are included in property and equipment, net in the Company’s balance sheets. Operating lease costs are recognized as rent expense on a straight-line basis over the applicable lease terms.
| l. |
Warrants to Purchase Preferred and Common Stock:
|
Warrants to purchase the Company’s redeemable convertible preferred stock were classified as a liability on the balance sheet and measured at fair value at each reporting date.
Warrants to purchase the Company`s common stock are presented as equity, unless they are redeemable and classified as a liability.
For the warrants classified as a liability, prior to the IPO, the Company measured the warrants at fair value by applying the Option Pricing Method (“OPM”) in each reporting period until they are exercised or expired, with changes in the fair value being recognized in the Company’s statement of operations under financial expenses, net.
Upon the closing of the Company’s IPO, all the warrants to purchase preferred and common stock that were classified as a liability, were converted into 7,067,699 shares of common stock, after giving effect to the Stock Split (see Note 13(e) for further information), and to certain adjustments for the warrants to purchase common stock, which were based on the equity valuation implied by the midpoint of the price range set forth on the cover page of the preliminary prospectus related to the Company’s IPO.
| m. |
Severance Pay:
|
The majority of Kaltura Israel's agreements with its employees in Israel are in accordance with section 14 of the Israeli Severance Pay Law. Upon contribution of the full amount of the employee's monthly salary and release of the policy to the employee, no additional legal obligation exists between the parties and no additional payments are made by the Company to the employee; therefore related assets and liabilities are not presented in the balance sheet.
For Kaltura Israel employees who are not subject to section 14, the Company calculated the liability for severance pay pursuant to the Severance Pay Law based on the most recent salary of these employees multiplied by the number of years of employment as of the balance sheet date. Kaltura Israel's liability for these employees is fully provided for via monthly deposits with severance pay funds, insurance policies and an accrual. The value of these deposits is recorded as an asset on the Company's balance sheet in other assets,
noncurrent.
Severance expenses recorded in Kaltura Israel for the years ended December 31, 2021, 2020 and 2019 amounted to $3,937, $2,565 and $2,212, respectively.
F - 13
KALTURA, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
U.S. dollars in thousands (except share and per share data)
NOTE 2: SIGNIFICANT ACCOUNTING POLICIES (Cont.)
The Company's employees in the U.S. receive severance benefits in the event of an involuntary termination that increase in accordance with their tenure and base salary. The Company accounts for post-employment benefits in accordance with ASC Topic No. 712, Compensation – Nonretirement Post-employment Benefits. These benefits, primarily severance, are not accrued until the amount can be reasonably estimated.
Severance expenses recorded in the U.S. for the years ended December 31, 2021, 2020 and 2019 were immaterial.
| n. |
Israeli Employees Defined Contribution Plan:
|
The Company has established a pension contribution plan with respect to Kaltura Israel's employees. Under the plan, Kaltura Israel contributed up to 6.5% of each employee's monthly salary toward the plan. Employees are entitled to amounts accumulated in the plan upon reaching retirement age, subject to any applicable law.
Defined contribution pension plan expenses for the years ended December 31, 2021, 2020 and 2019 amounted to $3,108, $2,061 and $1,722, respectively.
| o. |
Deferred Offering Costs:
|
Deferred offering costs consisting primarily of accounting, legal, and other fees related to the Company's IPO, were capitalized and offset against proceeds from the IPO. Total IPO issuance costs were $4,827, of which $1,082 incurred during 2020, and additional $3,745 was incurred during 2021. There were no unpaid IPO issuance costs in accounts payable or prepaid IPO issuance costs in prepaid expenses as of December 31, 2021.
| p. |
Revenue Recognition:
|
The Company recognizes revenue under Accounting Standards Codification Topic 606, Revenue from Contracts with Customers (“ASC 606”). Under ASC 606, the Company recognizes revenue when its customer obtains control of promised goods or services in an amount that reflects the consideration that the Company expects to receive in exchange for those goods or services. The Company applies judgment in identifying and evaluating terms and conditions in contracts which may impact revenue recognition. To determine the appropriate amount of revenue to be recognized as it fulfills its obligations under each of its agreements, the Company performs the following steps:
|
1) Identify the contract with a customer
|
The Company considers the terms and conditions of contracts with customers and its customary business practices in identifying contracts under ASC 606. The Company determines it has a contract with a customer when the contract is approved, each party’s rights regarding the services to be transferred can be identified, payment terms for the services can be identified, it has been determined that the customer has the ability and intent to pay, and the contract has commercial substance. The Company applies judgment in determining the customer’s ability and intent to pay, which is based on a variety of factors, including the customer’s historical payment experience or, in the case of a new customer, credit and financial information pertaining to the customer. The Company engages in formal, written, and binding contracts with its customers that create enforceable rights and obligations between the parties and state each party’s rights regarding the license and services to be transferred and the terms of payment. The Company evaluates the probability of collection of the consideration that it is entitled to receive in exchange for the subscriptions and professional services it transfers to the customer. The Company records trade receivables and related contract liabilities for non-cancelable contracts with customers when the right to consideration is unconditional.
F - 14
KALTURA, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
U.S. dollars in thousands (except share and per share data)
NOTE 2: SIGNIFICANT ACCOUNTING POLICIES (Cont.)
|
2) Identify the performance obligations in the contract
|
Performance obligations promised in a contract are identified based on the goods or services that will be transferred to the customer that are both capable of being distinct, whereby the customer can benefit from the goods or service either on its own or together with other resources that are readily available from the Company or from third-parties, and are distinct in the context of the contract, whereby the transfer of the goods or services is separately identifiable from other promises in the contract.
The Company provides subscriptions to its Video Experience Cloud, which powers live, real-time, and on-demand video experiences. The Company provides access to its platform either as a cloud-based service ("SaaS" or "PaaS") or, less commonly, as a license to software installed on the customer's premises ("On-Prem") all together defined as subscriptions in the statement of operations.
Professional Services (“PS”) consist of integration, configuration and customization activities. In some of the Company's arrangements, PS are accounted for as a separate performance obligation. However, in some of the Company’s SaaS and PaaS arrangements the Company determined that the PS are solely set up activities that do not transfer goods or services to the customer and therefore are not accounted for as a separate performance obligation.
|
3) Determine the transaction price
|
The transaction price is determined based on the consideration which the Company is expected to be entitled to in exchange for transferring the promised goods or services to the customer. This transaction price is exclusive of amounts collected on behalf of third parties, such as sales tax and value-added tax. The Company rarely provides its customers with price concessions.
The Company's contracts usually include a fixed amount of consideration, as well as variable consideration for overage usage that, in most cases, is not considered probable at the inception of the contract. Revenue accounted for as variable consideration for overages usage is recognized when the uncertainty is resolved, usually when the customer exceeds its committed usage threshold (i.e., overages are consumed) and the overages are invoiced.
F - 15
KALTURA, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
U.S. dollars in thousands (except share and per share data)
NOTE 2: SIGNIFICANT ACCOUNTING POLICIES (Cont.)
The Company rarely has contracts for which the difference between the payment date and the revenue recognition timing is more than 12 months. The primary purpose of the Company’s payment terms is to provide customers with a simple and predictable way to purchase the Company’s subscriptions, not to provide customers with financing.
In addition, the Company has elected to apply the practical expedient for financing component for transactions in which the difference between the payment date and the revenue recognition timing is up to 12 months.
|
4) Allocate the transaction price to performance obligations in the contract
|
If the contract contains a single performance obligation, the entire transaction price is allocated to the single performance obligation. Contracts that contain multiple performance obligations require an allocation of the transaction price to each performance obligation based on a relative standalone selling price (“SSP”).
When applicable, the Company allocates the transaction price between the separate performance obligations according to their SSP, which is based on the price at which the performance obligation is sold separately. If the SSP is not observable through past transactions, the Company estimates the SSP taking into account available information, including, but not limited to, pricing practices, market conditions, and the economic life of the software.
|
5) Recognize revenue when or as the Company satisfies a performance obligation
|
Revenue is recognized at the time the related performance obligation is satisfied by transferring the promised good or service to the customer. Revenue is recognized when control of the good or services is transferred to the customer, in an amount that reflects the consideration expected to be received in exchange for those services. A customer obtains control of a good or service if it has the ability to direct the use of and obtain substantially all of the remaining benefits from the good or service.
Revenue from SaaS and PaaS subscriptions is recognized ratably over the time of the subscription, beginning from the date in which the customer is granted access to the subscription. Revenue from the sale of a term license in On-Prem deals is recognized at a point in time in which the license is delivered to the customer.
Revenue from post-contract services ("PCS") included in On-Prem projects is recognized ratably over the time of the PCS.
F - 16
KALTURA, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
U.S. dollars in thousands (except share and per share data)
NOTE 2: SIGNIFICANT ACCOUNTING POLICIES (Cont.)
Revenue from PS that is accounted for as a separate performance obligation is recognized upon rendering of the service.
Contract Costs
Some of the sales commissions and bonuses earned by the Company's employees and management are considered incremental and recoverable costs of obtaining a contract with a customer. Sales commissions and bonuses for new contracts are deferred and then amortized consistently with the pattern of revenue recognition for each performance obligation for contracts for which the commissions were earned, mainly on a straight-line basis, over a period of benefit that the Company has estimated to be mainly five years. This period of benefit was determined by taking into consideration the technology's useful life.
Sales bonuses for renewal contracts are deferred and then amortized on a straight-line basis over the related contractual renewal period.
The Company classifies deferred costs as current or noncurrent based on the timing of when the Company expects to recognize the expense.
Amortization of sales commissions are consistent with the pattern of revenue recognition of each performance obligation and are included mainly in sales and marketing expense in the consolidated statements of operations.
The Company periodically reviews these deferred contract acquisition costs to determine whether events or changes in circumstances have occurred that could impact the period of benefit. There were no impairment losses recorded during the periods presented.
The Company capitalizes costs incurred to fulfill its contracts when the costs relate directly to a contract and are expected to generate resources that will be used to satisfy the performance obligation under the contract and are expected to be recovered through revenues generated under the contract. Costs to fulfill contracts are expensed to cost of revenue on a straight-line basis over a period of five years which reflects the technological useful life.
| q. |
Cost of Revenue:
|
Cost of subscription revenue consists primarily of employee-related costs including payroll, benefits and stock-based compensation expense for operations and customer support teams, costs of cloud hosting providers and other third-party service providers, amortization of capitalized software development costs and acquired technology and allocated overhead costs.
F - 17
KALTURA, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
U.S. dollars in thousands (except share and per share data)
NOTE 2: SIGNIFICANT ACCOUNTING POLICIES (Cont.)
Cost of professional services consists primarily of personnel costs of our professional services organization, including payroll, benefits, and stock-based compensation expense, allocated overhead costs and other third-party service providers.
| r. |
Research and Development Costs:
|
Research and development costs are charged to the statements of operations as incurred, except to the extent that such costs are associated with internal-use software that qualifies for capitalization.
| s. |
Internal-Use Software:
|
Costs incurred to develop internal-use software are capitalized and amortized over the estimated useful life of the software, which is generally five years. In accordance with ASC Topic, 350-40, "Internal-Use Software," capitalization of costs to develop internal-use software begins when preliminary development efforts are successfully completed, the Company has committed project funding and it is probable that the project will be completed and the software will be used as intended. Costs related to the maintenance of internal-use software are expensed as incurred.
The Company periodically reviews internal-use software costs to determine whether the projects will be completed, placed in service, removed from service or replaced by other internally developed or third-party software. If the asset is not expected to provide any future benefit, the asset is retired, and any unamortized cost is expensed. Capitalized internal-use software costs are recorded under property and equipment, net.
When events or changes in circumstances require, the Company assesses the likelihood of recovering the cost of internal-use software. If the net book value is not expected to be fully recoverable, internal-use software would be impaired to its fair value. During the years ended December 31, 2021, 2020 and 2019, the Company capitalized $4,838, $1,893 and $249 of software development costs, respectively. No impairment was recorded for the years ended December 31, 2021, 2020 and 2019.
| t. |
Advertising Costs:
|
Advertising costs are expensed as incurred and include marketing activities, demand generation, events, public relations and brand-building activities. Advertising costs for the years ended December 31, 2021, 2020 and 2019, amounted to $5,057, $3,143 and $2,156, respectively, and are included in sales and marketing expenses in the consolidated statements of operations.
| u. |
Stock-Based Compensation:
|
The Company accounts for stock-based compensation in accordance with ASC 718,"Compensation - Stock Compensation" ("ASC 718"). ASC 718 requires companies to estimate the fair value of equity-based payment awards on the date of grant using an option-pricing model. The value of the portion of the award is recognized as an expense over the requisite service periods in the Company's consolidated statements of operations.
F - 18
KALTURA, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
U.S. dollars in thousands (except share and per share data)
NOTE 2: SIGNIFICANT ACCOUNTING POLICIES (Cont.)
Service-Based Awards
The Company grants stock option awards and restricted stock units (“RSUs”), that vest only based upon the satisfaction of a service condition. The Company selected the Black-Scholes option-pricing model as the most appropriate fair value method for its option awards. The option-pricing model requires a number of assumptions, of which the most significant are the fair value of its common stock, the expected stock price volatility, expected option term, risk-free interest rates and expected dividend yield.
The assumptions used to determine the fair value of the option awards represent management’s best estimates. These estimates involve inherent uncertainties and the application of management’s judgment. For RSUs, the Company determines the grant-date fair value of the RSUs as the fair value of the Company’s common stock on the grant date.
The Company recognizes compensation cost for options and stock awards that have a graded vesting schedule and contain only service condition on a straight-line basis over the requisite service period for the entire award. Forfeitures are accounted for as they occur instead of estimating the number of awards expected to be forfeited.
Market-Based Awards
The Company has granted three of its executives stock options that vest only upon the satisfaction of market-based conditions. The market-based conditions reflect specific prices for the Company’s common stock, which must be exceeded for each tranche of the grant to vest.
For market-based awards, the Company determined the grant-date fair value utilizing a Monte Carlo simulation model, which incorporates various assumptions including expected stock price volatility, risk-free interest rates, expected exercise behavior for vested options, expected date of a qualifying event and expected form and timing of a liquidity event. The Company estimated the volatility of the common stock on the date of grant based on the weighted average historical stock price volatility of comparable publicly-traded companies. Because the option does not qualify as “plain vanilla” per SEC Staff Accounting Bulletin 107, the expected term cannot be estimated based on the simplified model described in the Bulletin. In order to address the term, the Monte Carlo simulation model includes an assumption about the price level at which vested options are expected to be exercised (the “Sub Optimal Exercise” factor). The risk-free interest rate is based on the U.S. Treasury yield curve in effect at the time of grant. The rate used is based on the expected term of the option.
The Company recognizes compensation expenses for the value of its market-based awards based on the accelerated attribution method over the estimated requisite service period of each of the awards. The Company has determined that there is no explicit or implicit service period for the awards, and therefore the requisite service period is based on the derived service period. The derived service period is the term calculated in the Monte Carlo valuation model as described above. The derived service period is the median duration of the simulated price paths in which the option tranche vests, which is determined by the above assumptions.
F - 19
KALTURA, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
U.S. dollars in thousands (except share and per share data)
NOTE 2: SIGNIFICANT ACCOUNTING POLICIES (Cont.)
| v. |
Business Combination:
|
The Company accounted for business combination in accordance with ASC 805, "Business combinations". ASC 805 requires recognition of assets acquired, liabilities assumed, and any non-controlling interest at the acquisition date, measured at fair values as of that date. Any excess of the fair value of net assets acquired over purchase price and any subsequent changes in estimated contingencies are to be recorded in earnings.
Acquisition related costs are expensed to the statement of operations in the period incurred.
| w. |
Income Taxes:
|
The Company accounts for income taxes in accordance with ASC 740, "Income Taxes". This codification prescribes the use of the asset and liability method whereby deferred tax asset and liability account balances are determined based on differences between financial reporting and tax bases of assets and liabilities and for carry-forward tax losses.
Deferred taxes are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse.
The Company provides a valuation allowance, if necessary, to reduce deferred tax assets to their estimated realizable value if it is more likely than not that some portion or all of the deferred tax asset will not be realized.
The Company accounts for uncertain tax positions in accordance with the provisions of ASC 740, "Income Taxes". Accounting guidance addresses the determination of whether tax benefits claimed or expected to be claimed on a tax return should be recorded in the consolidated financial statements, under which a company may recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position.
The tax benefits recognized in the consolidated financial statements from such a position should be measured based on the largest benefit that has a greater than fifty percent likelihood of being realized upon ultimate settlement. Accordingly, the Company reports a liability for unrecognized tax benefits resulting from uncertain tax positions taken or expected to be taken in a tax return (see also Note 14).
F - 20
KALTURA, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
U.S. dollars in thousands (except share and per share data)
NOTE 2: SIGNIFICANT ACCOUNTING POLICIES (Cont.)
| x. |
Net Loss per Share Attributable to Common Stockholders:
|
The Company's basic net loss per share is calculated by dividing net loss attributable to common stockholders by the weighted-average number of shares of common stock outstanding for the period, without consideration of potentially dilutive securities. The diluted net loss per share is calculated by giving effect to all potentially dilutive securities outstanding for the period using the treasury share method or the if-converted method based on the nature of such securities. Diluted net loss per share is the same as basic net loss per share in periods when the effects of potentially dilutive shares of common stock are anti-dilutive.
Prior to the IPO, the Company computed net loss per share using the two-class method required for participating securities. The two-class method requires income available to common stockholder for the period to be allocated between common stock and participating securities based upon their respective rights to receive dividends as if all income for the period had been distributed. The Company considered its convertible preferred stock to be participating securities as the holders of the convertible preferred stock would be entitled to dividends that would be distributed to the holders of common stock, on a pro-rata basis, assuming the conversion of all outstanding shares of convertible preferred stock into common stock. These participating securities did not contractually require the holders of such stock to participate in the Company’s losses. As such, net loss for the periods presented was not allocated to the Company’s participating securities.
| y. |
Concentration of Credit 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 and its subsidiaries' cash and cash equivalents and restricted cash are invested with major banks in Israel, the United Kingdom and the United States. Such investments in the United States may be in excess of insured limits and are not insured in other jurisdictions. However, 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.
F - 21
KALTURA, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
U.S. dollars in thousands (except share and per share data)
NOTE 2: SIGNIFICANT ACCOUNTING POLICIES (Cont.)
Major customer data as a percentage of total revenues:
The following table sets forth a customer that represented 10% or more of the Company’s total revenue in each of the periods set forth below:
|
Year ended
December 31,
|
||||||||||||
|
2021
|
2020
|
2019
|
||||||||||
|
Customer A (Media and Telecom)
|
|
)
|
11.60
|
%
|
12.01
|
%
|
||||||
*) Represents an amount that is lower than 10% of the Company’s total revenue.
| z. |
Fair Value of Financial Instruments:
|
ASC 820, "Fair Value Measurements and Disclosures", defines fair value as the price that would be received to sell an asset or paid to transfer a liability (i.e., the "exit price") in an orderly transaction between market participants at the measurement date.
In determining fair value, the Company uses various valuation approaches. ASC 820 establishes a hierarchy for inputs used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available. Observable inputs are inputs that market participants would use in pricing the asset or liability developed based on market data obtained from sources independent of the Company.
Unobservable inputs are inputs that reflect the Company's assumptions about the assumptions market participants would use in pricing the asset or liability developed based on the best information available in the circumstances.
As a basis for considering such assumptions, ASC 820 establishes a three-tier value hierarchy, which prioritizes the inputs used in the valuation methodologies in measuring fair value:
| Level 1 - |
Valuations based on quoted prices in active markets for identical assets that the Company has the ability to access. Valuation adjustments and block discounts are not applied to Level 1 instruments. Since valuations are based on quoted prices that are readily and regularly available in an active market, valuation of these products does not entail a significant degree of judgment.
|
| Level 2 - |
Valuations based on one or more quoted prices in markets that are not active or for which all significant inputs are observable, either directly or indirectly.
|
| Level 3 - |
Valuations based on inputs that are unobservable and significant to the overall fair value measurement.
|
The carrying amounts of cash and cash equivalents, restricted cash, trade receivables, prepaid expenses and other current assets, employees and payroll accruals, trade payables, accrued expenses and other current liabilities, current portion of long-term loans and current portion of long-term lease approximate their fair value due to the short-term maturities of such instruments.
F - 22
KALTURA, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
U.S. dollars in thousands (except share and per share data)
NOTE 2: SIGNIFICANT ACCOUNTING POLICIES (Cont.)
| aa. |
Legal Contingencies:
|
From time to time, the Company or one of its subsidiaries become involved in legal proceedings or is subject to claims arising in its ordinary course of business. Such matters are generally subject to many uncertainties and outcomes and are not predictable with assurance. Specifically, the Company might be subject to contractual penalties, including liquidated damages, as well as breach of contract claims, which could result in litigation and cause the Company to incur additional costs, including in the form of additional damages or settlement payments. The Company accrues for contingencies when the loss is probable and it can reasonably estimate the amount of any such loss.
| ab. |
Recently Adopted 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 August 2018, the FASB issued ASU No. 2018-15, Intangibles-Goodwill and Other-Internal-Use Software (Subtopic 350-40): Customer's Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract, which aligns the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal use software. The new standard requires capitalized costs to be amortized on a straight-line basis generally over the term of the arrangement, and the financial statement presentation for these capitalized costs would be the same as that of the fees related to the hosting arrangements. The Company adopted this guidance prospectively on January 1, 2021, and the adoption did not have a material impact on its consolidated financial statements.
In January 2017, the FASB issued Accounting Standards Update No. 2017-04 (ASU 2017-04) "Intangibles-Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment." ASU 2017-04 eliminates step two of the goodwill impairment test and specifies that goodwill impairment should be measured by comparing the fair value of a reporting unit with its carrying amount. Additionally, the amount of goodwill allocated to each reporting unit with a zero or negative carrying amount of net assets should be disclosed. ASU 2017-04 is effective for annual or interim goodwill impairment tests performed in fiscal years beginning after December 15, 2021; early adoption is permitted. The Company early adopted ASU 2017-04 during 2021, and the adoption did not have an impact on its consolidated financial statements and related disclosures.
F - 23
KALTURA, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
U.S. dollars in thousands (except share and per share data)
NOTE 2: SIGNIFICANT ACCOUNTING POLICIES (Cont.)
| ac. |
Recent Accounting Guidance Not Yet Adopted:
|
In February 2016, the FASB issued ASU No. 2016-02, Leases, 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 current practice. The guidance states that a lessee would recognize a lease liability for the obligation to make lease payments and a right-to-use asset for the right to use the underlying asset for the lease term.
In June 2020, the FASB issued ASU No. 2020-05, Revenue from Contracts with Customers (Topic 606) and Leases (Topic 842): Effective Dates for Certain Entities, which defers the effective date of ASU 2016-02 for non-public entities to fiscal years beginning after December 15, 2021, and interim periods within fiscal years beginning after December 15, 2022. The guidance will be effective for the Company beginning January 1, 2022, and interim periods in fiscal years beginning January 1, 2023.
The Company elected to adopt the guidance beginning on the first quarter of 2022, using a modified retrospective transition approach, which applies the provisions of the new guidance at the effective date without adjusting the comparative periods presented. The Company also elected certain practical expedients permitted under the transition guidance within the new guidance, which allows it to carry forward the historical accounting relating to lease identification and classification for existing leases upon adoption and to keep leases with an initial term of 12 months or less off its consolidated balance sheets. The Company elected not to separate lease and non-lease components for all classes of underlying assets. While the adoption remains in progress, the Company expects that the adoption will result in the recognition of operating lease right of use assets and operating lease liabilities that were not previously recognized, which will increase total assets and liabilities on its Consolidated Balance Sheets by approximately $823. In addition, a material portion of the Company’s leases are denominated in NIS. As a result, the associated lease liabilities will be remeasured using the current exchange rate in the future reporting periods, which may result in material foreign exchange gains or losses. Except for the impact of remeasuring the NIS denominated lease liability, the Company does not expect the adoption of Topic 842 to have a material impact to its Consolidated Statements of Operations or Cash Flows.
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.
F - 24
KALTURA, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
U.S. dollars in thousands (except share and per share data)
NOTE 2: SIGNIFICANT ACCOUNTING POLICIES (Cont.)
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 intraperiod 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 does not expect that ASU 2019-12 will have a material impact 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: ACQUISITIONS
In March 2020, the Company acquired all of the issued and outstanding capital stock of Newrow, Inc., a Delaware privately held corporation (“Newrow”), through a share exchange agreement. Newrow develops and sells real-time video communication software solutions. The acquisition is intended to support the Company's plans to continue strengthening its technological capabilities and the depth of its product offering. The acquisition has been accounted for as a business combination. The total purchase price was $3,799 paid through issuance of 1,226,515 shares of the Company's common stock. In addition, there is a contingent consideration comprised of a warrant to purchase up to 613,255 shares of the Company's common stock subject to certain performance targets.
F - 25
KALTURA, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
U.S. dollars in thousands (except share and per share data)
NOTE 3: ACQUISITIONS (Cont.)
The Company accounted for this transaction as a business combination and allocated the purchase consideration to assets acquired and liabilities assumed based on preliminary estimated fair values, as presented in the following table:
|
Amount
|
||||
|
Common stock
|
$
|
2,578
|
||
|
Warrant to common stock
|
1,221
|
|||
|
Total purchase consideration
|
$
|
3,799
|
||
|
Goodwill
|
$
|
1,689
|
||
|
Identified intangible assets
|
2,483
|
|||
|
Net liabilities assumed, net of cash acquired
|
(756
|
)
|
||
|
Cash acquired
|
383
|
|||
|
Total
|
$
|
3,799
|
||
Goodwill of $1,689, none of which is deductible for tax purposes, was recorded in connection with the Newrow acquisition, and was primarily attributed to synergies arising from the acquisition and the value of the acquired workforce. The goodwill was allocated to the Enterprise, Education and Technology segment.
The following table presents details of the identified intangible assets acquired:
|
Fair Value |
Estimated Useful Life | |||||||
| Developed technology | $ | 2,130 | 5 years | |||||
| Customers relationship | 353 | 7 years | ||||||
| $ | 2,483 | |||||||
Transaction costs incurred by the Company in connection with the Newrow acquisition were approximately $91 during the year ended December 31, 2020, and were recorded within general and administrative expenses in the consolidated statements of operations.
F - 26
KALTURA, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
U.S. dollars in thousands (except share and per share data)
NOTE 4: PREPAID EXPENSES AND OTHER CURRENT ASSETS
|
December 31,
|
||||||||
|
2021
|
2020
|
|||||||
|
Prepaid expenses
|
$
|
3,858
|
$
|
2,086
|
||||
|
Government institutions
|
576
|
335
|
||||||
|
Deposit
|
564
|
292
|
||||||
|
Other
|
112
|
56
|
||||||
|
$
|
5,110
|
$
|
2,769
|
|||||
F - 27
KALTURA, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
U.S. dollars in thousands (except share and per share data)
NOTE 5: PROPERTY AND EQUIPMENT, NET
Composition of property and equipment is as follows:
|
|
|
December 31, | ||||||
|
2021
|
2020
|
|||||||
|
Cost:
|
||||||||
|
Computers and peripheral equipment
|
$
|
3,668
|
$
|
3,656
|
||||
|
Office furniture and equipment
|
745
|
679
|
||||||
|
Leasehold improvements
|
513
|
516
|
||||||
|
Capital leases of computers and peripheral equipment
|
253
|
253
|
||||||
|
Internal use software
|
6,980
|
2,142
|
||||||
|
12,159
|
7,246
|
|||||||
|
Accumulated depreciation
|
$
|
(2,656
|
)
|
$
|
(3,099
|
)
|
||
|
Depreciated cost
|
$
|
9,503
|
$
|
4,147
|
||||
Depreciation expenses for the years ended December 31, 2021, 2020 and 2019 were $1,407, $2,791 and $3,860, respectively.
During the year ended December 31, 2021, the Company disposed fully depreciated assets in a gross amount of $1,849.
During the year ended December 31, 2020, the Company abandoned its data centers, and recorded abandonment costs of $3,969 in the consolidated statement of operations as general and administrative expenses and disposed of total assets in a gross amount of $16,886.
|
NOTE 6: |
OTHER ASSETS, NONCURRENT |
|
|
December 31, | |||||||
|
|
2021 |
2020 |
||||||
|
|
||||||||
|
Restricted cash |
$ | 422 | $ | 644 | ||||
|
Severance pay fund |
1,968 | 1,673 | ||||||
|
Issuance costs |
- | 1,082 | ||||||
|
Other |
153 | 165 | ||||||
|
|
||||||||
|
|
$ | 2,543 | $ | 3,564 | ||||
F - 28
KALTURA, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
U.S. dollars in thousands (except share and per share data)
NOTE 7: GOODWILL AND INTANGIBLE ASSETS, NET
| a. |
Intangible Assets:
|
|
|
December 31, 2021 | |||||||
|
|
Weighted average remaining useful life (in years) |
Balance |
||||||
|
Gross carrying amount: |
||||||||
|
Technology |
3.25 | $ | 4,700 | |||||
|
Customer relationship |
3.87 | 2,419 | ||||||
|
Tradename |
1.42 | 980 | ||||||
|
|
||||||||
|
|
8,099 | |||||||
|
Accumulated amortization and impairments: |
||||||||
|
Technology |
(3,323 | ) | ||||||
|
Customer relationship |
(2,049 | ) | ||||||
|
Tradename |
(818 | ) | ||||||
|
|
||||||||
|
|
(6,190 | ) | ||||||
|
|
||||||||
|
Intangible assets, net |
$ | 1,909 | ||||||
|
|
December 31, 2020 | |||||||
|
|
Weighted average remaining useful life (in years) |
Balance |
||||||
|
Gross carrying amount: |
||||||||
|
Technology |
3.98 | $ | 4,700 | |||||
|
Customer relationship |
3.74 | 2,340 | ||||||
|
Tradename |
2.42 | 980 | ||||||
|
|
||||||||
|
|
8,020 | |||||||
|
Accumulated amortization and impairments: |
||||||||
|
Technology |
(2,759 | ) | ||||||
|
Customer relationship |
(1,706 | ) | ||||||
|
Tradename |
(720 | ) | ||||||
|
|
||||||||
|
|
(5,185 | ) | ||||||
|
|
||||||||
|
Intangible assets, net |
$ | 2,835 | ||||||
During the year ended December 31, 2021, 2020 and 2019, the Company recorded amortization expenses in the amount of $1,005, $917 and $630, respectively, included in cost of revenue and sales and marketing expenses in the statements of operations.
F - 29
KALTURA, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
U.S. dollars in thousands (except share and per share data)
NOTE 7: GOODWILL AND INTANGIBLE ASSETS, NET (Cont.)
| b. |
The estimated future amortization expense of intangible assets as of December 31, 2021, is as follows: |
|
|
December 31, |
|||
|
|
||||
|
2022 |
$ | 666 | ||
|
2023 |
554 | |||
|
2024 |
478 | |||
|
2025 |
148 | |||
|
2026 |
50 | |||
|
2027 |
13 | |||
|
|
||||
|
|
$ | 1,909 | ||
| c. |
In April 2018, the Company acquired some of the assets of Rapt Media, Inc. (the "Assets") for a consideration that varied depending on the gains that the Assets derived during a three-year period (the “Period”) following the closing date of the purchase of the Assets (the "Transaction").
The Transaction was accounted for as an asset acquisition. The Company recognized an asset and liability simultaneously when revenue derived from the Assets was recognized. The useful life of the Assets is four years from the Transaction's closing date.
The Period ended in April 2021, when up to that date, the Company had capitalized an amount of $595.
During the years ended December 31, 2021, 2020 and 2019, the Company capitalized $79, $163 and $202, respectively, with respect to the Transaction. |
F - 30
KALTURA, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
U.S. dollars in thousands (except share and per share data)
NOTE 7: GOODWILL AND INTANGIBLE ASSETS, NET (Cont.)
| d. |
Changes in goodwill for the years ending December 31, 2021, 2020 and 2019, were as follows: |
|
|
Enterprise, Education and Technology |
Media and Telecom |
Total |
|||||||||
|
|
||||||||||||
|
Balance as of January 1, 2019 |
$ | - | $ | 9,381 | $ | 9,381 | ||||||
|
|
||||||||||||
|
Additions |
- | - | - | |||||||||
|
|
||||||||||||
|
Balance as of January 1, 2020 |
- | 9,381 | 9,381 | |||||||||
|
|
||||||||||||
|
Additions |
1,689 |
- |
1,689 |
|||||||||
|
Balance as of January 1, 2021 |
1,689 |
9,381 |
11,070 |
|||||||||
|
Additions |
- | - | - | |||||||||
|
|
||||||||||||
|
Balance as of December 31, 2021 |
$ | 1,689 | $ | 9,381 | $ | 11,070 | ||||||
Since the Company's inception, no goodwill impairment charges were recorded.
F - 31
KALTURA, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
U.S. dollars in thousands (except share and per share data)
|
NOTE 8: |
LONG-TERM LOAN |
| a. |
In February 2011, the Company entered into a long-term loan and security agreement with a bank (the "2011 Loan Agreement"). During the years 2012-2019 the Company entered into several modifications, pursuant to which the long-term credit line was increased to an amount equal to $20,000 out of which the Company drew an amount of $18,000. Loan repayment date was extended from February 2017 to February 2020 in one installment. |
In February 2020 the Company drew an additional amount of $2,000 as part of the Ninth Modification to the 2011 Loan Agreement.
The outstanding principal amount accrued interest at a floating per annum rate equal to the prime rate.
As of December 31, 2020, the Company's outstanding loan balance was $20,000.
| b. |
In April 2012, the Company entered into a long-term loan and security agreement (the "Additional Loan Agreement"), which provided the Company a long-term line of credit. During the years 2012-2018 the Company entered into three modifications to the agreement, pursuant to which the long-term credit line was increased to an amount equal to $30,000. The Company used the entire credit line pursuant to which the loan repayment date was extended to November 2020. Pursuant to the last amendment, the loan is to be repaid in 36 monthly equal installments. |
The outstanding principal amount accrued interest at a floating per annum rate equal to four and a half percentage (4.5%) points above the prime rate, subject to a 9.50% floor and a 12.00% maximum.
As of December 31, 2020, the Company's outstanding loan balance under the Additional Loan Agreement was $28,160.
| c. |
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 Revolving Credit Facility to $35,000.
F - 32
KALTURA, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
U.S. dollars in thousands (except share and per share data)
NOTE 8: LONG-TERM LOAN (Cont.)
In December 2021, the Company repaid in full its outstanding principal amount under the Revolving Credit Facility. As of December 31, 2021, the total commitments under the Revolving Credit Facility are available for future borrowings.
Borrowings under the Credit Facilities are subject to interest, determined as follows: (a) Eurodollar loans accrue interest at a rate per annum equal to the Eurodollar rate plus a margin of 3.50% (the Eurodollar rate is calculated based on the Credit Agreement, subject to a 1.00% floor, divided by 1.00 minus the maximum effective reserve percentage for Eurocurrency funding), and (b) Alternate Base Rate (“ABR”) loans accrue interest at a rate per annum equal to the ABR plus a margin of 2.50% (ABR is equal to the highest of (i) the prime rate and (ii) the Federal Funds Effective Rate plus 0.50%, subject to a 2.00% floor). As of December 31, 2021, the current rate of interest under the Credit Facilities was equal to a rate per annum of 4.50%, consisting of the 1.00% floor and the margin of 3.50%.
The Term Loan Facility is payable in consecutive quarterly installments on the last day of each fiscal quarter in an amount equal to (i) $250 for installments payable on April 1, 2021, through December 31, 2021, (ii) $750 for installments payable on March 31, 2022 through December 31, 2022, and (iii) $1,500 for installments payable on and after March 31, 2023. The remaining unpaid balance on the Term Loan Facility is due and payable on January 14, 2024, together with accrued and unpaid interest on the principal amount to be paid to, but excluding, the payment date. Amounts outstanding under the Credit Facilities may be voluntarily prepaid at any time and from time to time, in whole or in part, without premium or penalty.
| d. |
Under the terms of the Credit Facilities, the Company is obligated to maintain certain covenants as defined therein. As of December 31, 2021, the Company met these covenants. |
| e. |
The aggregate principal annual maturities according to the Credit Facilities agreements are as follows: |
|
Year ending December 31, |
||||
|
|
||||
|
2022 |
$ | 3,000 | ||
|
2023 |
6,000 | |||
|
2024 |
30,000 | |||
|
|
||||
|
|
$ | 39,000 | ||
| f. |
The carrying amounts of the loans approximate their fair value.
|
F - 33
KALTURA, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
U.S. dollars in thousands (except share and per share data)
NOTE 9: ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES
|
|
December 31, | |||||||
|
|
2021 |
2020 |
||||||
|
|
||||||||
|
Accrued expenses |
$ | 7,240 | $ | 4,687 | ||||
|
Accrued taxes |
9,525 | 4,984 | ||||||
|
Other |
1,584 | 1,580 | ||||||
|
|
||||||||
|
|
$ | 18,349 | $ | 11,251 | ||||
| NOTE 10: |
COMMITMENTS AND CONTINGENCIES
|
| a. |
Lease Commitments: |
The Company is engaged in operating lease arrangements for its worldwide offices. Future minimum annual payments under non-cancelable operating leases for the period remaining subsequent to December 31, 2021, are as follows:
|
|
Rental of premises |
|||
|
|
||||
|
2022 |
$ | 1,317 | ||
|
2023 |
788 | |||
|
2024 |
806 | |||
|
2025 |
862 | |||
|
2026 |
919 | |||
|
2027 |
548 | |||
|
|
||||
|
Total |
$ | 5,240 | ||
Total rent expenses for the years ended December 31, 2021, 2020 and 2019 were $2,278, $2,152 and $2,121, respectively.
During the fourth quarter of 2021, the Company entered into a non-cancelable operating lease agreement for an office that contains approximately 13,815 square feet in New York, New York (the "Lease"). The Lease commenced in January 2022, after the balance sheet date. Future payments associated with the Lease are reflected in the table above. The Lease will increase the right-of-use asset and corresponding lease liability in accordance with ASC 842.
F - 34
KALTURA, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
U.S. dollars in thousands (except share and per share data)
| NOTE 10: |
COMMITMENTS AND CONTINGENCIES (Cont.)
|
| b. |
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 December 31, 2021:
|
Year ending December 31, |
||||
|
|
||||
|
2022 |
$ | 13,427 | ||
|
2023 |
12,166 | |||
|
2024 |
22,585 | |||
|
2025 |
13,000 | |||
|
2026 |
14,250 | |||
|
|
||||
|
Total purchase commitment |
$ | 75,428 | ||
c. Capital Leases:
As of December 31, 2021, the Company has a liability to make lease payments of $147 under capital leases. All payments will be made during 2022.
| NOTE 11: |
REVENUES FROM CONTRACTS WITH CUSTOMERS
|
| a. |
The following tables presents disaggregated revenue by category: |
|
Year ended December 31, 2021 |
||||||||||||||||
|
Enterprise, Education
and Technology
|
Media and Telecom
|
|||||||||||||||
|
Amount
|
Percentage of revenue
|
Amount
|
Percentage of revenue
|
|||||||||||||
|
Subscription
|
$
|
108,842
|
91.5
|
%
|
$
|
36,124
|
78.4
|
%
|
||||||||
|
Professional services
|
10,090
|
8.5
|
%
|
9,960
|
21.6
|
%
|
||||||||||
|
$
|
118,932
|
100
|
%
|
$
|
46,084
|
100
|
%
|
|||||||||
F - 35
KALTURA, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
U.S. dollars in thousands (except share and per share data)
| NOTE 11: |
REVENUES FROM CONTRACTS WITH CUSTOMERS (Cont.)
|
|
Year ended December 31, 2020 |
||||||||||||||||
|
Enterprise, Education
and Technology
|
Media and Telecom
|
|||||||||||||||
|
Amount
|
Percentage of revenue
|
Amount
|
Percentage of revenue
|
|||||||||||||
|
Subscription
|
$
|
74,473
|
92.6
|
%
|
$
|
29,591
|
74.0
|
%
|
||||||||
|
Professional services
|
5,976
|
7.4
|
%
|
10,400
|
26.0
|
%
|
||||||||||
|
$
|
80,449
|
100
|
%
|
$
|
39,991
|
100
|
%
|
|||||||||
|
|
Year ended December 31, 2019 | ||||||||||||||||
|
|
Enterprise, Education
and Technology |
Media and Telecom
|
|||||||||||||||
|
|
Amount |
Percentage of revenue |
Amount |
Percentage of revenue |
|||||||||||||
|
|
|||||||||||||||||
|
Subscription |
$ | 61,376 | 94.6 |
% |
$ |
23,349 | 71.8 | % | |||||||||
|
Professional services |
3,463 | 5.4 |
% |
9,161 | 28.2 | % | |||||||||||
|
|
|||||||||||||||||
|
|
$ | 64,839 | 100 |
% |
$ |
32,510 | 100 | % | |||||||||
| b. |
Contract Balances: |
Contract liabilities consist of deferred revenue. Revenue is deferred when the Company invoices in advance of performance under a contract. The current portion of the deferred revenue balance is recognized as revenue during the 12-month period after the balance sheet date.
The noncurrent portion of the deferred revenue balance is recognized as revenue following the 12-month period after the balance sheet date.
Substantially all the revenue that was included in the deferred revenue, current as of January 1, 2021, was recognized as revenue during 2021.
| c. |
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 December 31, 2021, the aggregate amount of the transaction price allocated to remaining performance obligations was $185,484, which consists of both billed consideration in the amount of $53,642 and unbilled consideration in the amount of $131,842 that the Company expects to recognize as revenue and was yet recognized on the balance sheet. The Company expects to recognize 57% of its remaining performance obligations as revenue in the year ending December 31, 2022, and the remainder thereafter.
F - 36
KALTURA, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
U.S. dollars in thousands (except share and per share data)
| NOTE 11: |
REVENUES FROM CONTRACTS WITH CUSTOMERS (Cont.)
|
| d. |
Costs to Obtain a Contract:
|
The following table represents a roll forward of costs to obtain a contract:
|
|
Year ended December 31, |
|||||||||||
|
|
2021 |
2020 |
2019 |
|||||||||
|
|
||||||||||||
|
Beginning balance |
$ | 17,683 | $ | 9,015 | $ | 5,467 | ||||||
|
Additions to deferred contract acquisition costs during the period |
15,594 | 11,997 | 5,926 | |||||||||
|
Amortization of deferred contract acquisition costs |
(7,003 | ) | (3,329 | ) | (2,378 | ) | ||||||
|
|
||||||||||||
|
Ending balance |
$ | 26,274 | $ | 17,683 | $ | 9,015 | ||||||
|
|
||||||||||||
|
Deferred contract acquisition costs, current |
$ | 7,671 | $ | 4,788 | $ | 2,603 | ||||||
|
Deferred contract acquisition costs, noncurrent |
18,603 | 12,895 | 6,412 | |||||||||
|
|
||||||||||||
|
Total deferred costs to obtain a contract |
$ | 26,274 | $ | 17,683 | $ | 9,015 | ||||||
| e. |
Costs to Fulfill a Contract
|
The following table represents a roll forward of costs to fulfill a contract:
|
|
Year ended December 31, |
|||||||||||
|
|
2021 |
2020 |
2019 |
|||||||||
|
|
||||||||||||
|
Beginning balance |
$ | 4,041 | $ | 3,993 | $ | 4,241 | ||||||
|
Additions to deferred costs to fulfill a contract during the period |
2,457 | 950 | 664 | |||||||||
|
Amortization of deferred costs to fulfill a contract |
(1,072 | ) | (902 | ) | (912 | ) | ||||||
|
|
||||||||||||
|
Ending balance |
$ | 5,426 | $ | 4,041 | $ | 3,993 | ||||||
|
|
||||||||||||
|
Deferred fulfillment costs, current |
$ | 1,408 | $ | 1,060 | $ | 901 | ||||||
|
Deferred fulfillment costs, noncurrent |
4,018 | 2,981 | 3,092 | |||||||||
|
|
||||||||||||
|
Total deferred costs to fulfill a contract |
$ | 5,426 | $ | 4,041 | $ | 3,993 | ||||||
F - 37
KALTURA, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
U.S. dollars in thousands (except share and per share data)
| NOTE 12: |
FAIR VALUE MEASUREMENTS
|
| a. |
In July 2016, as part of the Company's stock and warrant purchase agreement with a new investor, the Company issued the new investor a warrant to purchase 7,146,490 shares of common stock of the Company (subject to certain adjustments, as described below) with an exercise price of $0.0001 per share. The warrant expires in July 2026. |
The warrant is exercisable immediately prior to the occurrence of a Triggering Event (as such term is defined in the warrant agreement), or in connection with an exercise of co-sale rights. If the warrant is exercised in connection with a Liquidation Event or Qualified IPO (each as defined in the warrant agreement), the number of shares issuable upon such exercise will be subject to certain adjustments based on the equity valuation implied by such Liquidation Event or Qualified IPO.
In addition, the warrant has a redemption right which entitles the holder, at its sole discretion, to redeem the warrant after the fifth anniversary from the issuance date.
| b. |
In October 2015, as part of the Second Modification to the Additional Loan Agreement, the Company issued the lender a warrant to purchase 32,841 shares of Series E redeemable convertible preferred stock with an exercise price of $15.223 per share. The warrant expires in October 2025. |
| c. |
In 2014, 2012 and 2011, the Company issued warrants to purchase 68,965 shares of Series E redeemable convertible preferred stock with an exercise price of $ 10.15 per share, 56,285 shares of Series D redeemable convertible preferred stock with an exercise price of $ 5.33 per share and 31,414 shares of Series C redeemable convertible preferred stock with an exercise price of $ 3.82 per share, respectively. As part of the third amendment to the loan agreement, the expiration date of the preferred D and E warrants have been extended to October 2025. |
| d. |
The above-mentioned transactions were accounted for in accordance with ASC 815-40, "Derivatives and Hedging - Contracts in Entity`s Own Equity," ("ASC 815") and ASC 480-10, "Distinguishing Liabilities from Equity" ("ASC 480"). Prior to the IPO, the warrants were recorded as a liability in the Company's balance sheet and measured at fair value at each reporting date. |
| e. |
On March 26, 2020, as part of Newrow acquisition, the Company issued to Newrow's former stockholders a warrant to purchase 613,255 shares of common stock subject to certain performance target (the “Newrow Warrant"). The Newrow Warrant was recorded as a liability in the Company's balance sheet and was measured at fair value at each interim reporting date. During 2020, the Company recorded remeasurement expenses related to the Newrow Warrant in the amount of $1,836. During November 2020, the performance target was achieved, and the Newrow Warrant was reclassified to stockholders' equity (deficit). |
F - 38
KALTURA, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
U.S. dollars in thousands (except share and per share data)
NOTE 12: FAIR VALUE MEASUREMENTS (Cont.)
| f. |
During the years ended December 31, 2021, 2020 and 2019, the Company recorded financial expenses from changes in the warrants' fair value in the amount of $15,046, $41,505 and $5,300 (see also Note 2aa), respectively. |
Prior to the IPO, the Company measured the warrants that were classified as a liability at fair value by applying the OPM in each reporting period until they are exercised or expired, with changes in fair values being recognized in the Company's consolidated statement of operations as financial income or expenses.
The key assumptions used in the OPM for the valuation of the warrants upon re- measurement were as follows:
|
|
2020 |
2019 |
||||||
|
|
||||||||
|
Volatility
|
65.23 |
% | 48.50 | % | ||||
|
Risk-free interest rate |
0.09 | % | 1.39 | % | ||||
|
Dividend yield |
- | % | - | % | ||||
|
Expected life (years) |
0.405 | 1.5 |
| (1) |
Dividend yield - was based on the fact that the Company has not paid dividends to its stockholders in the past and does not expect to pay dividends to its stockholders in the foreseeable future. |
| (2) |
Expected volatility - was calculated based on actual historical stock price movements of companies in the same industry over the term that is equivalent to the expected term of the option. |
| (3) |
Risk-free interest - based on yield rate of non-index linked U.S. Federal Reserve treasury stock. |
| (4) |
Expected life - the expected life was based on the expected maturity date of the warrants. |
The following table sets forth the Company’s financial instruments that were measured at fair value on a recurring basis based on the fair value hierarchy as of December 31, 2020:
|
December 31, 2020
|
||||||||||||||||
|
Level 1
|
Level 2
|
Level 3
|
Total
|
|||||||||||||
|
Warrants to purchase preferred and common stock
|
$
|
-
|
$
|
-
|
$
|
56,780
|
$
|
56,780
|
||||||||
F - 39
KALTURA, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
U.S. dollars in thousands (except share and per share data)
NOTE 12: FAIR VALUE MEASUREMENTS (Cont.)
The following table sets forth a summary of the changes in the fair value of the warrants to purchase preferred and common stock:
|
Year ended December 31, |
||||||||||||
|
2021 |
2020 |
2019 | ||||||||||
|
|
||||||||||||
|
Balance at January 1 |
$ | 56,780 | $ | 17,111 | $ |
11,811 |
||||||
|
Issuance of warrants |
- | 1,221 | - | |||||||||
|
Reclassification of warrant to common stocks to equity |
- | (3,057 | ) | - | ||||||||
|
Reclassification of warrant to preferred stocks to mezzanine equity |
(1,149 | ) | - | - | ||||||||
|
Change in fair value of warrants |
15,046 | 41,505 | 5,300 | |||||||||
|
Conversion of warrants to common stock upon initial public offering |
(70,677 | ) | - |
- |
||||||||
|
|
||||||||||||
|
Balance at December 31 |
$ | - | $ | 56,780 | $ | 17,111 | ||||||
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 13: |
CONVERTIBLE AND REDEEMABLE CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS' EQUITY (DEFICIT) |
| a. |
Convertible and Redeemable Convertible Preferred Stock: |
Upon the closing of the Company’s IPO, Series A, B, C, D, D-1 and E of its convertible and redeemable convertible preferred stock automatically converted into 68,325,487 shares of common stock after giving effect to certain adjustments in connection with the 1-to-4.5 forward stock split (the “Stock Split”, see paragraph {d} “Stock Split” within this Note for further information).
With respect to Series F redeemable convertible preferred stock, the mechanism of its conversion was determined using a price per share equal to 102% of the offering price of $10.00 per share. As a result, the Company issued 7,937,455 shares of common stock, after giving effect to the Stock Split.
As of December 31, 2021, there were no shares of convertible and redeemable convertible preferred stock issued and outstanding.
In connection with the IPO, the Company amended and restated its Certificate of Incorporation to change the authorized preferred stock to 20,000,000 shares of preferred stock, all with a par value of $0.0001 per share.
F - 40
KALTURA, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
U.S. dollars in thousands (except share and per share data)
| NOTE 13: |
CONVERTIBLE AND REDEEMABLE CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS' EQUITY (DEFICIT) (Cont.) |
Composition of convertible and redeemable convertible preferred stock capital of $0.0001 as of December 31, 2020:
|
December 31, 2020 |
||||||||||||
|
Authorized
|
Issued and outstanding
|
Aggregate liquidation preference
|
||||||||||
|
Number of shares
|
||||||||||||
|
Series A Preferred stock
|
1,043,778
|
1,043,778
|
$
|
1,921
|
||||||||
|
Series B Preferred stock
|
3,240,085
|
3,240,085
|
12,631
|
|||||||||
|
Series C Preferred stock
|
3,434,556
|
3,403,141
|
18,110
|
|||||||||
|
Series D Preferred stock
|
2,870,544
|
2,814,258
|
17,287
|
|||||||||
|
Series D-1 Preferred stock
|
714,286
|
714,286
|
4,354
|
|||||||||
|
Series E Preferred stock
|
4,042,693
|
3,940,885
|
40,000
|
|||||||||
|
Series F Preferred stock
|
1,666,667
|
1,666,667
|
93,043
|
|||||||||
|
Convertible and redeemable convertible Preferred stock
|
17,012,609
|
16,823,100
|
$
|
187,346
|
||||||||
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.
| b. |
Common Stock: |
The shares of common stock confer upon their holders the right to receive notice to participate and vote in general stockholders meetings of the Company, and the right to receive dividends, if declared, and to participate in the distribution of the surplus assets of the Company upon liquidation of the Company, as more fully described in the Company's Certificate of Incorporation.
In connection with the IPO, the Company amended and restated its Certificate of Incorporation to change the authorized common stock to 1,000,000,000 shares of common stock, all with a par value of $0.0001 per share.
F - 41
KALTURA, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
U.S. dollars in thousands (except share and per share data)
| NOTE 13: |
CONVERTIBLE AND REDEEMABLE CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS' EQUITY (DEFICIT) (Cont.) |
| c. |
Receivables on Account of Stock:
|
In May 2015, the Company entered into loan agreements with certain of its executive employees for the purpose of exercising vested options (the “Employee Loan Agreements”). In accordance with the Employee Loan Agreements, the amounts granted to the borrowers shall automatically be forgiven and deemed to have been repaid in full upon the consummation of an Exempted IPO, as such term is defined in the Employee Loan Agreements. In February 2021, the Employee Loan Agreements were amended such that the loans would be automatically forgiven and deemed to have been repaid in full immediately prior to the public filing by the Company of a registration statement under the Securities Act of 1933, as amended.
In March 2021, the loans were fully forgiven. Following the forgiveness of the loans, the Company recorded an expense for the year ended December 31, 2021, in the amount of $1,724 included in other operating expenses in the consolidated statement of operations. The amount included the tax gross-up expense that was paid by the Company following the forgiveness.
| d. |
Equity Incentive Plans:
|
2007 and 2017 Equity Incentive Plans
Under the Company's 2007 U.S. and Israeli Stock Option Plans ("the 2007 Plans"), options were granted to officers, directors, employees, advisors and consultants of the Company or its subsidiaries.
In 2017, the Company adopted a new equity incentive plan, the "2017 Equity Incentive Plan" (the "2017 Plan" and together with the 2007 Plans, the "Old Plans"), and extended the term of the 2007 Israeli Stock Option Plan and the term of the options already granted thereunder for an additional ten-year period.
Each option granted under the Old Plans is exercisable until the earlier of ten years (or 20 years if granted under the 2007 Israeli Stock Option Plan) from the date of the grant of the option. The options vest primarily over a four year period. Any options that are forfeited or not exercised before expiration become available for future grants.
In December 2020, the Company granted to three of its officers, market-based options at an exercise price of $13.34 per share. The options vest based on the achievement of specific share price targets such that 25% of the award will vest upon the fair market value of a share of common stock increasing fifty percent (50%) above the exercise price; an additional 25% of such award will vest upon the fair market value of a share increasing one-hundred percent (100%) above the exercise price; an additional 25% will vest upon the fair market value of a share increasing one-hundred and fifty percent (150%) above the exercise price; and the remaining 25% of the award will vest upon the fair market value increasing two-hundred percent (200%) above the exercise price.
F - 42
KALTURA, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
U.S. dollars in thousands (except share and per share data)
| NOTE 13: |
CONVERTIBLE AND REDEEMABLE CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS' EQUITY (DEFICIT) (Cont.) |
Following the Company’s IPO, no additional awards will be granted under the Old Plans. However, the Old Plans will continue to govern the terms and conditions of the outstanding awards previously granted under the Old Plans.
2021 Incentive Award Plan
Effective upon the effectiveness of the registration statement for the IPO, the Company adopted the 2021 Incentive Award Plan (the “2021 Plan”, and together with the Old Plans, the "Plans"). The 2021 Plan provides for the grant of stock options, stock appreciation rights, restricted stock, RSUs, and other stock or cash-based awards to the Company’s officers, directors, employees, advisors, and consultants. A total of 8,500,000 shares of the Company’s common stock were initially reserved for issuance pursuant to the 2021 Plan. In addition, the number of shares of common stock reserved for issuance under the 2021 Plan includes certain shares of common stock subject to awards under the Old Plans, in the case of certain occurrences such as expirations, terminations, exercise and tax-related withholding, or failures to vest.
The number of shares of common stock available for issuance under the 2021 Plan will also include an annual increase on the first day of each fiscal year beginning on January 1, 2022, equal to the lesser of:
|
• |
5% of the aggregate number of shares of common stock outstanding on the final day of the immediately preceding calendar year; and |
|
|
• |
Such smaller number of shares of common stock as is determined by the Board of Directors. |
Under the 2021 Plan, the exercise price of options granted is generally at least equal to the fair market value of the Company’s common stock on the date of grant. The term of the options generally may not exceed ten years. Additionally, the exercise price of any options granted to a 10% stockholder shall not be less than 110% of the fair market value of the common stock on the date of grant, and the term of such option grant shall not exceed five years.
F - 43
KALTURA, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
U.S. dollars in thousands (except share and per share data)
| NOTE 13: |
CONVERTIBLE AND REDEEMABLE CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS' EQUITY (DEFICIT) (Cont.) |
Stock Options
A summary of the Company's stock option activity with respect to options granted under the Plans is as follows:
|
Number of Options
|
Weighted
Average exercise price
|
Weighted remaining contractual term
(years) |
Aggregate
Intrinsic Value |
|||||||||||||
|
Outstanding as of January 1, 2021
|
31,981,404
|
$
|
3.86
|
7.72
|
$
|
100,495
|
||||||||||
|
Granted
|
2,552,985
|
$ |
4.38
|
|||||||||||||
|
Exercised
|
(863,041
|
)
|
$ |
1.59
|
$ |
5,437
|
||||||||||
|
Forfeited
|
(968,385
|
)
|
$ |
3.25
|
||||||||||||
|
Outstanding as of December 31, 2021 |
32,702,963
|
$
|
3.98
|
8.34
|
$
|
38,894
|
||||||||||
|
Exercisable options at end of the year |
17,906,181
|
$
|
1.53
|
7.80
|
$
|
32,778
|
||||||||||
The fair value of each service-based award is estimated on the date of grant using the Black-Scholes model that uses the assumptions noted in the following table:
|
|
2021 |
2020 |
2019 |
||||||||||
|
|
|||||||||||||
|
Expected volatility |
62 | % | 50 | % | 50 | % | |||||||
|
Risk-free interest rate |
1.31% - 1.34 | % | 0.8% - 0.4 | % | 1.7%-2.6 | % | |||||||
|
Dividend yield |
- | % | - | % | - | % | |||||||
|
Expected life (years) |
5.81 | 5.83 | 5.93 | ||||||||||
These assumptions and estimates were determined as follows:
|
(1) |
Fair value of common stock – Prior to the IPO, the fair value was determined by the Company's Board of Directors, with input from management and assisted by valuation reports prepared by a third-party valuation specialist. After the IPO, the fair value of the common stock underlying the options was the Company’s closing stock price on the Nasdaq Global Select Market on the grant date. |
|
|
(2) |
Risk-free interest rate - The risk-free rate for the expected term of the options is based on the yields of U.S. Treasury securities with maturities appropriate for the expected term of the employee share option awards. |
|
|
(3) |
Expected life - The expected life represents the period that options are expected to be outstanding. For option grants that are considered to be "plain vanilla," the Company determines the expected term using the simplified method. The simplified method deems the term to be the average of the time-to-vesting and the contractual life of the options. |
F - 44
KALTURA, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
U.S. dollars in thousands (except share and per share data)
| NOTE 13: |
CONVERTIBLE AND REDEEMABLE CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS' EQUITY (DEFICIT) (Cont.) |
|
(4) |
Expected volatility - Since the Company has no trading history of its ordinary shares, the expected volatility is derived from the average historical share volatilities of several unrelated public companies within the Company's industry that the Company considers to be comparable to its own business over a period equivalent to the option's expected term. |
|
|
(5) |
Expected dividend yield - The Company has never declared or paid any cash dividends and does not presently plan to pay cash dividends in the foreseeable future. As a result, an expected dividend yield of zero percent was used. |
The weighted average grant-date fair value of the service-based awards granted in the years ended December 31, 2021, 2020 and 2019 was $2.45, $3.80 and $1.13 per option, respectively. The total grant-date fair value of the service-based awards that vested during the years ended December 31, 2021, 2020 and 2019, was $13,152, $3,615 and $2,377, respectively. The aggregate intrinsic value of options exercised during the years ended December 31, 2020 and 2019, was $8,842 and $837, respectively.
The fair value of each market-based award is estimated on the date of grant using the Monte Carlo model that uses the assumptions noted in the following table:
|
|
2020 |
|||
|
|
||||
|
Expected volatility |
41 | % | ||
|
Risk-free interest rate |
0.94 | % | ||
|
Dividend yield |
- | % | ||
|
(1) |
Expected volatility - Because the Company had no trading history of its shares of common stock, the expected volatility was derived from the average historical share volatilities of several unrelated public companies within the Company's industry that the Company considers to be comparable to its own business over a period equivalent to the option's expected term. |
|
|
(2) |
Risk-free interest rate - The risk-free rate for the expected term of the options is based on the yields of U.S. Treasury securities with maturities appropriate for the expected term of the employee share option awards. |
The weighted average fair value of the market-based awards granted in the year ended December 31, 2020, was $2.26 per option. These costs are expected to be recognized over a weighted-average period of approximately five and a half years from December 2020.
F - 45
KALTURA, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
U.S. dollars in thousands (except share and per share data)
| NOTE 13: |
CONVERTIBLE AND REDEEMABLE CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS' EQUITY (DEFICIT) (Cont.) |
RSUs
The following table summarizes the RSU activity for the year ended December 31, 2021:
|
|
RSUs |
Weighted Average |
||||||
|
Outstanding as of December 31, 2020 |
- | - | ||||||
|
RSUs granted |
4,945,721 | $ | 4.38 | |||||
|
RSUs vested |
(13,500 | ) | $ | 4.38 | ||||
|
RSUs forfeited |
(7,804 | ) | $ | 4.38 | ||||
|
Unvested and Outstanding as of December 31, 2021 |
4,924,417 | $ | 4.38 | |||||
Stock-Based Compensation Expense
The stock-based compensation expense by line item in the accompanying consolidated statement of operations is summarized as follows:
|
|
Year ended December 31, | |||||||||||
|
|
2021 |
2020 |
2019 |
|||||||||
|
|
||||||||||||
|
Cost of revenue |
$ | 877 | $ | 335 | $ | 218 | ||||||
|
Research and development |
2,798 | 1,251 | 617 | |||||||||
|
Sales and marketing |
2,173 | 1,639 | 329 | |||||||||
|
General and administrative |
11,217 | 1,889 | 1,158 | |||||||||
|
|
||||||||||||
|
Total expenses |
$ | 17,065 | $ | 5,114 | $ | 2,322 | ||||||
As of December 31, 2021, there were $62,275 of total unrecognized compensation cost related to non-vested stock-based compensation arrangements granted under the Plans. These costs are expected to be recognized over a weighted-average period of approximately three years.
| e. |
Stock Split:
|
In March 2021, the Company’s board of directors and the stockholders of the Company approved a four and a half (4.5)-for-one forward stock split of the Company’s common stock, which became effective on March 19, 2021. The par value of each class of capital stock was not adjusted as a result of this forward stock split. All common stock, redeemable convertible preferred stock, stock options, warrants, and per share information presented within these consolidated financial statements have been adjusted to reflect this forward stock split on a retroactive basis for all periods presented.
F - 46
KALTURA, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
U.S. dollars in thousands (except share and per share data)
| NOTE 14: | INCOME TAXES |
The Company's subsidiaries are separately taxed under the domestic tax laws of the jurisdiction of incorporation of each entity.
| a. |
Loss before taxes on income is comprised as follows: |
|
|
Year ended December 31, | |||||||||||
|
|
2021 |
2020 |
2019 |
|||||||||
|
|
||||||||||||
|
Domestic |
$ | 75,259 | $ | 67,540 | $ | 20,882 | ||||||
|
Foreign |
(22,478 | ) | (12,330 | ) |
(6,914 |
) | ||||||
|
|
||||||||||||
|
Loss before taxes on income |
$ | 52,781 | $ | 55,210 | $ | 13,968 | ||||||
The provision for income taxes was as follows:
|
|
Year ended December 31, | |||||||||||
|
|
2021 |
2020 |
2019 |
|||||||||
|
|
||||||||||||
|
Federal |
$ | - | $ | - | $ | - | ||||||
|
State |
65 | 57 | 43 | |||||||||
|
Foreign |
6,505 | 3,496 | 1,561 | |||||||||
|
|
||||||||||||
|
Total provision for income taxes |
$ | 6,570 | $ | 3,553 | $ | 1,604 | ||||||
| b. |
Deferred Income Taxes: |
Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. As of December 31, 2021 and 2020, the Company has provided a full valuation allowance in respect of deferred tax assets. Management currently believes that it is more likely than not that the deferred tax regarding the tax loss carry forwards and other temporary differences will not be realized in the foreseeable future.
F - 47
KALTURA, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
U.S. dollars in thousands (except share and per share data)
| NOTE 14: | INCOME TAXES (Cont.) |
Significant components of the Company's deferred tax assets are as follows:
|
December 31,
|
||||||||
|
2021
|
2020
|
|||||||
|
Deferred tax assets:
|
||||||||
|
Net operating losses carryforward
|
$
|
76,950
|
$
|
60,905
|
||||
|
Disallowed business interest expense
|
|
4,404
|
|
3,571
|
||||
|
Other temporary differences
|
2,448
|
2,337
|
||||||
|
Deferred tax assets before valuation allowance
|
83,802
|
66,813
|
||||||
|
Valuation allowance
|
(75,051
|
)
|
(61,588
|
)
|
||||
|
Total deferred tax assets
|
$
|
8,751
|
$
|
5,225
|
||||
|
Deferred tax liabilities:
|
||||||||
|
Acquired Intangible Assets
|
(696
|
)
|
(664
|
)
|
||||
|
Deferred contract costs
|
(6,607
|
)
|
(4,561
|
)
|
||||
|
Property and equipment
|
(1,448
|
)
|
-
|
|||||
|
Total deferred tax liabilities
|
$
|
(8,751
|
)
|
$
|
(5,225
|
)
|
||
|
Deferred tax assets, net
|
$
|
-
|
$
|
-
|
||||
| c. |
Net Operating Losses Carry Forward: |
As of December 31, 2021, the U.S. parent company had a net U.S. operating loss carry forward ("NOLs") for federal income tax purposes of approximately $274,821 and U.S. state NOLs of approximately $167,944. Out of the operating losses attributed to the U.S. parent company, $169,095 were generated before January 1, 2018, and are subject to the 20-year carryforward period. The remaining $105,726 can be carried forward indefinitely but are subject to the 80% taxable income limitation.
Utilization of the U.S. net operating losses above may be subject to substantial annual limitations due to the "change in ownership" provisions of the Internal Revenue Code of 1986 and similar state provisions. The annual limitation may result in the expiration of substantial net operating losses before utilization (the 80% limitation was waived for NOLs utilized in 2019 and 2020 under the CARES Act).
The Company has analyzed the impact of Section 382 on its NOLs through 2020 and believes that the NOLs are not materially limited by Section 382. However, any future changes of ownership could impact the Company’s ability to utilize NOLs.
F - 48
KALTURA, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
U.S. dollars in thousands (except share and per share data)
| NOTE 14: | INCOME TAXES (Cont.) |
| d. |
A reconciliation of the Company's theoretical income tax expense to actual income tax expense is as follows: |
|
|
Year ended December 31, | |||||||||||
|
|
2021 |
2020 |
2019 |
|||||||||
|
|
||||||||||||
|
Loss before tax as reported at the consolidated statement of operations |
$ | 52,781 | $ | 55,210 | $ | 13,968 | ||||||
|
|
||||||||||||
|
Statutory tax rate |
21 | % | 21 | % | 21 | % | ||||||
|
|
||||||||||||
|
Theoretical tax benefit
|
$ | (11,084 | ) | $ | (11,594 | ) | $ | (2,933 | ) | |||
|
|
||||||||||||
|
Non-deductible expenses and other permanent differences |
403 | 269 | 235 | |||||||||
|
Remeasurement of warrants to fair value |
3,160 | 8,716 | 1,113 | |||||||||
|
Share-based compensation |
3,651 | 1,081 | 517 | |||||||||
|
Change in valuation allowance |
13,232 | 3,300 | 2,636 | |||||||||
|
State taxes, net of federal benefit |
(3,700 |
) | - | - | ||||||||
|
Income tax at rate other than the U.S. statutory tax rate |
320 | 1,786 | 319 | |||||||||
|
Exchange rate differences |
(100 | ) | (113 | ) | (133 | ) | ||||||
|
Other |
688 | 108 | (150 | ) | ||||||||
|
|
||||||||||||
|
Total tax expenses |
$ | 6,570 | $ | 3,553 | $ | 1,604 | ||||||
F - 49
KALTURA, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
U.S. dollars in thousands (except share and per share data)
| NOTE 14: | INCOME TAXES (Cont.) |
| e. |
The Tax Cuts and Jobs Act: |
On December 22, 2017, the U.S. enacted the Tax Cuts and Jobs Act, a comprehensive tax law that includes significant changes to the taxation of business entities. These changes include several key tax provisions, among others: (i) a permanent reduction to the statutory federal corporate income tax rate from 35% to 21% effective for tax years beginning after December 31, 2017; (ii) a partial limitation on the tax deductibility of business interest expenses; (iii) a shift of the U.S. taxation of multinational corporations from a tax on worldwide income to a territorial system (along with certain rules designed to prevent erosion of the U.S. income tax base) and (iv) a one-time deemed repatriation tax on accumulated offshore earnings held in cash and illiquid assets, with the latter taxed at a lower rate.
| f. |
Tax Laws Applicable to the Company's Subsidiary in Israel: |
The Israeli corporate tax rate was 23% for the years ended December 31, 2021 and 2020. However, the effective tax rate payable by a company that derives income from a "Benefited Enterprise" or a "Preferred Enterprise" (as discussed below) may be considerably less. Capital gains derived by an Israeli company are generally subject to the prevailing corporate tax rate.
Tax benefits by virtue of the Law for the Encouragement of Capital Investments, 1959 ("the Investment Law"):
Until tax year 2014, Kaltura Israel utilized various tax benefits by virtue of the "Benefited Enterprise" status granted to its enterprise, pursuant to the Investment Law.
Kaltura Israel elected benefits under the alternative track of benefits according to which it was exempt from income tax in the first two years (from the date Kaltura Israel earned taxable income).
If a dividend is distributed out of tax exempt income earned by a Benefited Enterprise the amount distributed will be subject to corporate tax at the rate that would have otherwise been applicable on the Benefited Enterprise income. Dividends paid out of income attributed to a Beneficiary Enterprise are generally subject to withholding tax at source at the rate of 15% or such lower rate as may be provided in an applicable tax treaty.
As of December 31, 2021, approximately $607 was derived from tax exempt profits earned by Kaltura Israel's "Beneficiary Enterprise." The Company and its Board of Directors have determined that such tax-exempt income will not be distributed as dividends and intends to reinvest the amount of its tax-exempt income earned by Kaltura Israel. Accordingly, no provision for deferred income taxes has been provided on income attributable to Kaltura Israel's "Beneficiary Enterprise" as such income is essentially permanently reinvested.
F - 50
KALTURA, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
U.S. dollars in thousands (except share and per share data)
| NOTE 14: | INCOME TAXES (Cont.) |
If Kaltura Israel's retained tax-exempt income is distributed, the income would be taxed at the applicable corporate tax rate as if it had not elected the alternative tax benefits under the Investment Law and an income tax liability of up to $152 would be incurred as of December 31, 2021.
In 2011, new legislation amending the Investment Law was adopted. Under this new legislation, a unified corporate tax rate applied to all qualifying income generated by a "Preferred Company" through its Preferred Enterprise (as such terms are defined in the Investment Law) as of January 1, 2011.
Industrial Companies under the Preferred Enterprise status according to the new law as amended in July 2013, and starting January 1, 2014 are entitled to a uniform reduced corporate tax rate of 9% in areas in Israel designated as Development Zone A and 16% elsewhere in Israel.
The 2011 Amendment also provided transitional provisions to address companies already enjoying current benefits under the Investment Law. Under the transition provisions, the Company decided to irrevocably implement the new law, effective January 1, 2015.
Dividends distributed from income which is attributed to a “Preferred Enterprise” will be subject to withholding tax at source at the rate of 20% or such lower rate as may be provided in an applicable tax treaty.
Kaltura Israel's income from other sources is subject to tax at the regular Corporate Income rate.
| g. |
As of December 31, 2021 and 2020, $2,355 and $1,803 of undistributed earnings held by the Company's foreign subsidiaries are designated as indefinitely reinvested. If these earnings were re-patriated to the US, they could be subject to income taxes and to an adjustment for foreign tax credits and foreign withholding taxes. |
| h. |
Tax assessment: |
Generally, in U.S. federal and state taxing jurisdictions, tax periods in which certain loss and credit carryovers are generated remain open for audit until such time as the limitation period ends for the year in which such losses or credits are utilized. Kaltura Israel received final tax assessments through 2016 while the rest of the Company's subsidiaries did not have any final tax assessments as of December 31, 2021.
F - 51
KALTURA, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
U.S. dollars in thousands (except share and per share data)
| NOTE 14: | INCOME TAXES (Cont.) |
| i. |
Uncertain tax position: |
A reconciliation of the opening and closing amounts of total unrecognized tax benefits is as follows:
|
|
Unrecognized Tax Benefits |
|||
|
|
||||
|
Balance as of January 1, 2019 |
$ | 2,006 | ||
|
Increases related to prior years' tax positions |
256 | |||
|
Increases related to current years' tax positions |
403 | |||
|
Balance as of December 31, 2019 |
2,665 | |||
|
|
||||
|
Increases related to prior years' tax positions |
311 | |||
|
Increases related to current years' tax positions |
887 | |||
|
|
||||
|
Balance as of December 31, 2020 |
3,863 | |||
|
|
||||
|
Decrease related to prior years' tax positions |
(107 | ) | ||
|
Increases related to current years' tax positions |
738 | |||
|
|
||||
|
Balance as of December 31, 2021 |
$ | 4,494 | ||
As of December 31, 2021 the total amount of gross unrecognized tax benefits was $4,494 and if recognized, would favorably impact the Company's effective tax rate.
The Company recognizes interest related to uncertain tax positions in income tax expense. For the years ended December 31, 2021, 2020 and 2019, the Company recorded $171, $90 and $97 of interest expenses accordingly related to uncertain tax positions.
The Company currently does not expect uncertain tax positions to change significantly over the next 12 months, except in the case of settlements with tax authorities, the likelihood and timing of which is difficult to estimate.
F - 52
KALTURA, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
U.S. dollars in thousands (except share and per share data)
| NOTE 15: |
SELECTED STATEMENT OF OPERATIONS DATA
|
|
|
Year ended December 31, |
|||||||||||
|
|
2021 |
2020 |
2019 |
|||||||||
|
|
||||||||||||
|
Financial income: |
||||||||||||
|
|
||||||||||||
|
Interest income |
$ | 5 | $ | 18 | $ | 133 | ||||||
|
|
||||||||||||
|
|
5 | 18 | 133 | |||||||||
|
Financial expenses: |
||||||||||||
|
|
||||||||||||
|
Bank fees |
530 | 370 | 326 | |||||||||
|
Remeasurement of warrants to fair value |
15,046 | 41,505 | 5,300 | |||||||||
|
Interest expense |
2,979 | 4,091 | 4,298 | |||||||||
|
Foreign currency translation adjustments, net |
1,136 | 666 | 1,292 | |||||||||
|
Other |
420 | 107 | 106 | |||||||||
|
|
||||||||||||
|
|
20,111 | 46,739 | 11,322 | |||||||||
|
|
||||||||||||
|
Financial expenses, net |
$ | 20,106 | $ | 46,721 | $ | 11,189 | ||||||
| NOTE 16: |
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:
|
|
Year ended December 31, |
|||||||||||
|
|
2021 |
2020 |
2019 |
|||||||||
|
|
||||||||||||
|
Numerator: |
||||||||||||
|
Net loss |
$ | 59,351 | $ | 58,763 | $ | 15,572 | ||||||
|
Preferred stock accretion and cumulative dividends |
8,241 | 11,934 | 9,749 | |||||||||
|
|
||||||||||||
|
Total loss attributable to common stockholders |
$ | 67,592 | $ | 70,697 | $ | 25,321 | ||||||
|
Denominator: |
||||||||||||
|
Weighted-average shares used in computing net loss per share attributable to common stockholders, basic and diluted |
71,073,052 | 24,939,901 | 22,754,499 | |||||||||
|
|
||||||||||||
|
Net loss per share attributable to common stockholders, basic and diluted |
$ | 0.95 | $ | 2.83 | $ | 1.11 | ||||||
F - 53
KALTURA, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
U.S. dollars in thousands (except share and per share data)
| NOTE 16: |
NET LOSS PER SHARE ATTRIBUTABLE TO COMMON STOCKHOLDERS (Cont.):
|
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:
|
|
Year ended December 31, |
|||||||||||
|
|
2021 |
2020 |
2019 |
|||||||||
|
|
||||||||||||
|
Convertible and redeemable and convertible preferred stock |
- | 16,823,100 | 16,823,100 | |||||||||
|
Warrants to purchase preferred and common stock |
- | 6,777,275 | 6,164,020 | |||||||||
|
Outstanding stock options and RSUs |
37,627,380 | 31,981,404 | 18,131,737 | |||||||||
|
|
||||||||||||
|
Total |
37,627,380 | 55,581,779 | 41,118,857 | |||||||||
| NOTE 17: |
REPORTABLE SEGMENTS AND GEOGRAPHICAL INFORMATION |
| a. |
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 is its Chief Executive Officer ("CODM"). 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.
F - 54
KALTURA, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
U.S. dollars in thousands (except share and per share data)
| NOTE 17: |
REPORTABLE SEGMENTS AND GEOGRAPHICAL INFORMATION (Cont.) |
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.
| Year ended | ||||||||||||
|
December 31, 2021 |
||||||||||||
|
Enterprise, |
Media and Telecom |
Total |
||||||||||
| Revenue | $ | 118,932 | $ | 46,084 | $ | 165,016 | ||||||
| Gross profit | $ | 84,196 | $ | 18,506 | $ | 102,702 | ||||||
| Operating expenses | 135,377 | |||||||||||
| Financial expenses, net | 20,106 | |||||||||||
| Provision for income taxes | 6,570 | |||||||||||
| Net loss |
$ |
59,351 | ||||||||||
| Year ended | ||||||||||||
|
December 31, 2020 |
||||||||||||
|
Enterprise, Education and |
Media and Telecom |
Total | ||||||||||
| Revenue | $ | 80,449 | $ | 39,991 | $ | 120,440 | ||||||
| Gross profit | $ | 58,539 | $ | 14,236 | $ | 72,775 | ||||||
| Operating expenses | 81,264 | |||||||||||
| Financial expenses, net | 46,721 | |||||||||||
| Provision for income taxes | 3,553 | |||||||||||
| Net loss |
$ |
58,763 | ||||||||||
F - 55
KALTURA, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
U.S. dollars in thousands (except share and per share data)
| NOTE 17: |
REPORTABLE SEGMENTS AND GEOGRAPHICAL INFORMATION (Cont.) |
| Year ended | ||||||||||||
|
December 31, 2019 |
||||||||||||
|
Enterprise, |
Media and Telecom |
Total | ||||||||||
| Revenue | $ | 64,839 | $ | 32,510 | $ | 97,349 | ||||||
| Gross profit | $ | 50,273 | $ | 11,458 | $ | 61,731 | ||||||
| Operating expenses | 64,510 | |||||||||||
| Financial expenses, net | 11,189 | |||||||||||
| Provision for income taxes | 1,604 | |||||||||||
| Net loss |
$ |
15,572 | ||||||||||
| b. |
Geographical information: |
Revenue by location is determined by the billing address of the customer. Total revenues from external customers on the basis of the Company's geographical areas are as follows:
|
|
Year ended December 31, | ||||||||||
|
|
2021 |
2020 |
2019 |
||||||||
|
|
|||||||||||
|
United States (“US”) |
$ | 96,464 | $ | 68,781 | $ | 54,476 | |||||
|
Europe, the Middle East and Africa (“EMEA”) |
51,077 | 37,592 | 29,648 | ||||||||
|
Other |
17,475 | 14,067 | 13,225 | ||||||||
|
|
|||||||||||
|
|
$ |
165,016 |
$ |
120,440 |
$ | 97,349 | |||||
No other individual country accounted for more than 10% of the Company’s revenue for all periods presented.
F - 56
KALTURA, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
U.S. dollars in thousands (except share and per share data)
| NOTE 17: |
REPORTABLE SEGMENTS AND GEOGRAPHICAL INFORMATION (Cont.) |
The following presents long-lived assets as of December 31, 2021 and 2020, based on geographical areas:
|
|
December 31, | |||||||
|
|
2021 |
2020 |
||||||
|
|
||||||||
|
US |
$ | 7,690 | $ | 2,850 | ||||
|
EMEA |
1,789 | 1,283 | ||||||
|
Asia Pacific |
24 | 14 | ||||||
|
|
||||||||
|
|
$ | 9,503 | $ | 4,147 | ||||
| NOTE 18: |
RELATED PARTIES |
In June 2019, the Company entered into an agreement with a certain shareholder under which the shareholder received a one-year subscription to use the Company's software. Under the agreement, the shareholder has made minimum, non-cancellable, revenue commitments in the amount of $548. During 2021 and 2020, the Company and the shareholder renewed the agreement. During the years ended December 31, 2021, 2020 and 2019, the Company recognized total revenue of $501, $524 and $357, respectively, related to this agreement. As of December 31, 2021 and 2020, there was no trade receivables balance outstanding associated with this shareholder, and deferred revenue, current was $167 and $161, respectively.
F - 57
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
KALTURA, INC. | |||
Date: February 25, 2022 | By: | /s/ Ron Yekutiel | |
Ron Yekutiel | |||
Chairman and Chief Executive Officer | |||
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant in the capacities and on the dates indicated.
Name | Title | Date | ||
/s/ Ron Yekutiel | Chairman and Chief Executive Officer and Director | February 25, 2022 | ||
Ron Yekutiel | (principal executive officer) | |||
/s/ Yaron Garmazi | Chief Financial Officer | February 25, 2022 | ||
Yaron Garmazi | (principal financial officer and principal accounting officer) | |||
/s/ Richard Levandov | Director | February 25, 2022 | ||
Richard Levandov | ||||
/s/ Shay David | Director | February 25, 2022 | ||
Shay David | ||||
/s/ Ronen Faier | Director | February 25, 2022 | ||
Ronen Faier | ||||
/s/ Naama Halevi Davidov | Director | February 25, 2022 | ||
Naama Halevi Davidov |