KALTURA, INC. 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. This section of our Annual Report on Form 10-K discusses our financial condition and results of operations for the fiscal years endedDecember 31, 2022 and 2021, and year-to-year comparisons between fiscal 2022 and fiscal 2021. A discussion of our financial condition and results of operations for the fiscal year endedDecember 31, 2020 and year-to-year comparisons between fiscal 2021 and fiscal 2020 can be found in "Management's Discussion and Analysis of Financial Condition and Results of Operations" in Part II, Item 7 of our Annual Report on Form 10-K for the fiscal year endedDecember 31, 2021 , filed onFebruary 25, 2022 . Overview Our mission is to power any video experience, for any organization.Kaltura's "Video Experience Cloud" powers live, real-time, and on-demand video for virtual and hybrid events, webinars, online learning, and video portals for companies across all industries. We also offer industry-specific video solutions for the Education and Media and Telecom industries. The platform includes an extensive array of Application Programming Interfaces ("APIs") and developers tools that enable developers to build other video workflows, products, industry solutions. Our products are used by leading brands across all industries, reaching millions of users, at home, at school and at work, for communication, collaboration, virtual and hybrid events, 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 generate revenue primarily through the sale of Software-as-a-Service ("SaaS")
and Platform-as-a-Service ("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.
In August 2022 , our Board of Directors approved a strategic restructuring
program (the "2022 Restructuring Plan") to streamline our operations in order to
support our investment in critical growth areas. The 2022 Restructuring Plan
included, among other things, a workforce reduction of approximately 10% of our
employees. In connection with the 2022 Restructuring Plan, during the year ended
December 31, 2022 , we recorded expenses of $1,238 , all for one-time employee
termination benefits. The 2022 Restructuring Plan was substantially completed in
2022. On January 3, 2023 , our Board of Directors approved a re-organization plan
(the "2023 Reorganization Plan" and together with the 2022 Restructuring Plan,
the "Reorganization Plans") that included, among other things, downsizing an
additional 11% of our workforce and adapting our organizational structure,
roles, and responsibilities accordingly. The total cost reduction from the
downsizing in connection with the 2023 Reorganization Plan on an annualized
basis is expected to be approximately $16 million . The 2023 Reorganization Plan
is focused on realigning our operations to further increase efficiency and
productivity, in reaction to the current macro-economic climate. The 2023
Reorganization Plan's main objectives are to position the Company for lower
demand, spend, and available budgets across our market segments, align our
business strategy in light of these market conditions and support our growth
initiatives and return path to profitability. In connection with the 2023
Reorganization Plan, we expect to incur pre-tax charges of approximately $1
million , primarily for severance and related costs, all of which are expected to
be expensed in the first quarter of 2023. All of these charges are expected to
result in cash expenditures.
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The 2023 Reorganization Plan is expected to be substantially completed in the first half of 2023. See Note 18, Restructuring Activities, for further information.
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 revenue 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. 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 Hybrid and Virtual Events product (which intersects on-demand, live, and
real-time-conferencing video). Contracts are generally 12 to 36 months in
length. Billing is primarily done on an annual basis.
•Media & Telecom: Includes revenue from our Cloud TV, Streaming Platform, and
Media Services for media and telecom customers, as well as associated
professional services for those offerings. 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.
Reflected below is a summary of reportable segment revenue and reportable
segment gross profit for the years ended
For the Year Ended December 31,
2022 2021 2020
(in thousands)
Revenue
Enterprise, Education & Technology $ 120,190 $ 118,932 $ 80,449
Media & Telecom 48,621 46,084 39,991
Total Revenue $ 168,811 $ 165,016 $ 120,440
Gross Profit
Enterprise, Education & Technology 83,812 84,196 58,539
Media & Telecom 23,128 18,506 14,236
Total Gross Profit $ 106,940 $ 102,702 $ 72,775
We employ a land and expand strategy with the aim of having 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 reflected by
our Net Dollar Retention Rate (as defined below). For the years ended
December 31, 2022 and 2021, our Net Dollar Retention Rate was 100% and 118%,
respectively. We also grew our Annualized Recurring Revenue (as defined below),
by 6% in the three months ended December 31, 2022 , compared to the three months
ended December 31, 2021 , 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. In addition, we are investing in low-touch and self-serve offerings for smaller customers.
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Impact of COVID-19/Macroeconomic Events
Prior to the COVID-19 pandemic, the market demand for our solutions was growing at a robust rate, with numerous tailwinds for long-term growth, and that demand accelerated mainly in 2021 as a result of the pandemic. As the effects of the COVID-19 pandemic subsided in 2022 and the worsening economic climate and recession headwinds led to lower demand, we did not see this trend continue in 2022 and do not expect it to continue in 2023. Moreover, due to the worsening economic climate we expect to face lower demand, spend, and available budgets across our market segments, and other adverse effects, although we cannot predict nor fully assess the actual impact, length and depth of such downturn. In order to adapt to these changes, we have adopted the Reorganization Plans as elaborated above, that included, among other things, downsizing our workforce and adapting our organizational structure, roles, and responsibilities accordingly. In particular, the 2023 Reorganization Plan is focused on realigning our operations to further increase efficiency and productivity, in reaction to the current macro-economic climate. As market fluctuations have not yet stabilized, it is not possible at this time to estimate the ultimate impact and results of these developments on our business, financial condition and results of operations. For additional information, see Part I, Item 1A. "Risk Factors - Risks Related to Our Business and Industry-We may not be able to successfully assess or mitigate the worsening economic climate and its direct and indirect impact on our business and operations, including our customers and vendors, or to correctly predict the duration and depth of the current instability of the global economy and take the right or sufficient measures to address it, and as a result our business, financial condition, results of operations and prospects would be adversely affected" and "Risk Factors-Risks Related to Our Business and Industry-The COVID-19 pandemic could adversely affect our business, financial condition and results of operations."
Key Factors Affecting Our Performance
Expansion of our Platform
We believe our platform is ideally suited for expansion across solutions, industries, and use cases. For example, in 2020, we entered the real-time conferencing market with the introduction of our Virtual and Hybrid Events, Webinars, and Online Learning products, focusing on learning, training, events, and marketing. In 2021 and 2022 we expanded the capabilities of our Virtual & Hybrid Events product to support a broader range of event types and use cases and fitted them to also address low-touch and self-serve sales. 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.
Acquiring New Customers
We are focused on continuing to grow the number of customers that use our solutions. Additionally, we are investing in low-touch and self-serve offerings that can be sold by inside-sales teams or completely online, as well as in 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 are focused on increasing sales within our existing customer base through increased usage of our platform and the cross-selling of additional products and solutions. For the year endedDecember 31, 2022 , our Net Dollar Retention Rate was 100%. In order for us 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.
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
and to increase revenue. We believe there is a significant opportunity to
continue our growth. We expect that our cost of revenue and operating expenses
will fluctuate over time.
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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,
2022 2021 2020
(in thousands)
Annualized Recurring Revenue $ 159,238 $ 150,800 $ 116,643
Net Dollar Retention Rate 100 % 118 %
107 %
Remaining Performance Obligations
Annualized Recurring Revenue
We use Annualized Recurring Revenue ("ARR") 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 ourNet 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. OurNet 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.
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 ofDecember 31, 2022 , our Remaining Performance Obligations was$171.7 million , which consists of both billed consideration in the amount of$61.1 million and unbilled consideration in the amount of$110.6 million that we expect to invoice and recognize in future periods. We expect to recognize 60% 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. 65 --------------------------------------------------------------------------------
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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, facility exit and transition costs, restructuring charges and other non-recurring 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.
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:
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Year Ended December 31,
2022 2021 2020
Net loss $ (68,495) $ (59,351) $ (58,763)
Financial expenses, net (a) 4,248 20,106 46,721
Provision for income taxes 7,868 6,570 3,553
Depreciation and amortization 2,707 2,412 3,708
EBITDA (53,672) (30,263) (4,781)Non-cash stock-based compensation expense 23,645 17,065
5,114
Abandonment costs (b) - -
3,969
Gain on sale of property and equipment (c) - (757)
-
Other operating expenses (d) - 1,724
-
Facility exit and transition costs (e) 524 - - Restructuring (f) 1,238 - - Adjusted EBITDA$ (28,265) $ (12,231) $ 4,302 (a)The years endedDecember 31, 2022 , 2021 and 2020 include$0 ,$15.0 million and$41.5 million , respectively, of remeasurement of warrants to fair value and$2.3 million ,$3.0 million and$4.1 million , respectively, of interest expenses.
(b)The year ended
(c)The year ended
(d)Other operating expenses in the year endedDecember 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.
(e)Facility exit and transition costs for the year ended
(f)The year ended
Revenue
Subscription
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.
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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 decreased in absolute dollars from the year endedDecember 31, 2021 to the year endedDecember 31, 2022 . For the years endedDecember 31, 2022 and 2021, our cost of revenue was$61,871 and$62,314 , 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. For the years endedDecember 31, 2022 , 2021 and 2020, our gross margins were 63% (74% for subscription and (33)% for professional services), 62% (72% for subscription and (12)% for professional services) and 60% (73% for subscription and (17)% for professional services), respectively. For our EE&T segment, gross margins for the years endedDecember 31, 2022 , 2021 and 2020 were 70% (78% for subscription and (63)% for professional services), 71% (78% for subscription and (5)% for professional services) and 73% (81% for subscription and (33)% for professional services), respectively. For our M&T segment, gross margins for the years endedDecember 31, 2022 , 2021 and 2020 were 48% (63% for subscription and (13)% for professional services), 40% (56% for subscription and (19)% for professional services) and 36% (51% for subscription and (8)% for professional services), respectively.
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 and software
subscriptions. We expect our research and development expenses to decrease in
both absolute dollars and as a percentage of revenue for the near and
medium-term, as we implement our Reorganization Plans, improving efficiency and
productivity while further dedicating substantial resources to develop, improve,
and expand the functionality of our solutions. 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.
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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 to decrease both on an absolute dollar basis and as a percentage of revenue for the near and medium-term, as we implement our Reorganization Plans, improving efficiency and productivity while we continue our focused investment to support our growth.
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 our general and administrative expenses to be relatively stable both on an absolute dollar basis and as a percentage of revenue for the near and medium-term, as a combined result of implementation of our Reorganization Plans and focused investment to support our growth.
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 our preferred and common stock in the comparative period, net of interest income earned on our cash balances and marketable securities. Financial expenses, net also includes foreign exchange gains and losses and bank fees. We expect interest expenses to vary each reporting period depending on the amount of outstanding indebtedness and prevailing interest rates. We expect interest income will vary in each reporting period depending on our average cash and marketable securities balances during the period and applicable interest rates. Provision for Income Taxes We are subject to taxes inthe 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 currentU.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 ourU.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 table summarizes key components of our results of operations. The period-to-period comparisons of our historical results are not necessarily indicative of the results that may be expected in the future.
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Year Ended December 31, Period-over-Period Change
2022 2021 Dollar Percentage
(in thousands, except percentages)
Revenue:
Enterprise, Education & Technology $ 120,190 $ 118,932 $ 1,258 1 %
Media & Telecom 48,621 46,084 2,537 6 %
Total revenue 168,811 165,016 3,795 2 %
Cost of revenue 61,871 62,314 (443) (1) %
Total gross profit 106,940 102,702 4,238 4 %
Operating expenses:
Research and development expenses 57,387 48,376 9,011 19 %
Sales and marketing expenses 59,280 45,788 13,492 29 %
General and administrative expenses 45,414 39,489 5,925 15 %
Restructuring 1,238 - 1,238
Other operating expenses - 1,724 (1,724)
Total operating expenses 163,319 135,377 27,942 21 %
Loss from operations 56,379 32,675 23,704 73 %
Financial expenses, net 4,248 20,106 (15,858) (79) %
Loss before provision for income taxes 60,627 52,781 7,846 15 %
Provision for income taxes 7,868 6,570 1,298 20 %
Net loss $ 68,495 $ 59,351 $ 9,144 15 %
Comparison of the Years Ended
Segments
We currently manage and report operating results through two reportable segments.
•Enterprise, Education & Technology (71% and 72% of revenue for the year endedDecember 31, 2022 and 2021, 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 (29% and 28% of revenue for the year endedDecember 31, 2022 and 2021, respectively): Our M&T segment primarily represents revenues from our TV Solution and Media Services sold to media and telecom customers.
Enterprise, Education & Technology
The following table presents our EE&T segment revenue and gross profit (loss) for the years indicated:
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Year Ended December 31, Period-over-Period Change
2022 2021 Dollar Percentage
(in thousands, except percentages)
Enterprise, Education & Technology revenue:
Subscription $ 113,551 $ 108,842 $ 4,709 4 %
Professional services 6,639 10,090 (3,451) (34) %
Total Enterprise, Education & Technology $ 120,190 $ 118,932 $ 1,258 1 %
revenue
Total Enterprise, Education & Technology gross profit (loss): Subscription$ 88,006 $ 84,701 $ 3,305 4 % Professional services (4,194) (505) (3,689) (730) %
Total Enterprise, Education & Technology gross
$ 84,196 $ (384) 0 % profit
Enterprise, Education & Technology Revenue
Total EE&T revenue increased by$1.3 million , or 1%, to$120.2 million for the year endedDecember 31, 2022 , from$118.9 million for the year endedDecember 31, 2021 . The increase is mainly attributable to a$5.0 million increase in revenue from new customers, partially offset by a$3.7 million decrease from existing customers. The revenue decrease is partially attributable a reduction of approximately$1.6 million as a result of currency headwinds that occurred during the year.
EE&T subscription revenue increased by
EE&T professional services revenue decreased by$3.5 million , or 34%, to$6.6 million for the year endedDecember 31, 2022 , from$10.1 million for the year endedDecember 31, 2021 . The decrease is mainly due to fewer large-scale virtual events of the type that typically require substantial professional services.
Enterprise, Education & Technology Gross Profit
EE&T subscription gross profit increased by$3.3 million , or 4%, to$88.0 million for the year endedDecember 31, 2022 , from$84.7 million for the year endedDecember 31, 2021 . This increase was mainly due to a$4.7 million increase in revenue, partially offset by a$1.4 million increase in production costs. EE&T professional services gross loss increased by$3.7 million , or 730%, to$4.2 million for the year endedDecember 31, 2022 , from a gross loss of$0.5 million for the year endedDecember 31, 2021 . This decrease was mainly due to a$3.5 million decrease in professional services revenue.
Media & Telecom
The following table presents our M&T segment revenue and gross profit for the periods indicated:
Year Ended December 31, Period-over-Period Change
2022 2021 Dollar Percentage
(in thousands, except percentages)
Media & Telecom revenue:
Subscription $ 38,929 $ 36,124 $ 2,805 8 %
Professional services 9,692 9,960 (268) (3) %
Total Media & Telecom revenue $ 48,621 $ 46,084 $ 2,537 6 %
Media & Telecom gross profit (loss):
Subscription$ 24,375 $ 20,398 $ 3,977 19 % Professional services (1,247) (1,892) 645 (34) %
Total Media & Telecom gross profit
$ 4,622 25 %
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Media & Telecom Revenue
M&T revenue increased by$2.5 million , or 6%, to$48.6 million for the year endedDecember 31, 2022 , from$46.1 million for the year endedDecember 31, 2021 . The increase is mainly attributable to a$1.4 million increase in revenue from existing customers and a$1.1 million increase in revenue from new customers. The increase in revenue from existing customers also embodies an approximate revenue reduction of$2.5 million as a result of currency headwinds that occurred during the year. M&T subscription revenue increased by$2.8 million , or 8%, to$38.9 million for the year endedDecember 31, 2022 , from$36.1 million for the year endedDecember 31, 2021 . The increase is mainly attributable to a$0.5 million increase related to new customers, and a$2.3 million increase from existing customers. The increase in M&T subscription revenue from existing customers also embodies an approximate revenue reduction of$2.1 million as a result of currency headwinds that occurred during the year.
M&T professional services revenue decreased by
Media & Telecom Gross Profit
M&T gross profit increased by$4.6 million , or 25%, to$23.1 million for the year endedDecember 31, 2022 , from$18.5 million for the year endedDecember 31, 2021 . This increase was mainly due to a$2.5 million increase in revenue, and a 8 percentage point increase in gross margin to 48% for the year endedDecember 31, 2022 from 40% for the year endedDecember 31, 2021 . The increase in gross margin was attributable primarily to improvement in production costs and higher efficiency of our operations teams leading to lower compensation costs as a percentage of revenue.
M&T subscription gross profit increased by
M&T professional services gross loss decreased by$0.6 million , or 34%, to a gross loss of$1.2 million for the year endedDecember 31, 2022 , from a gross loss of$1.9 million for the year endedDecember 31, 2021 .
Operating Expenses
Research and Development expenses
Year Ended December 31, Period-over-Period Change
2022 2021 Dollar Percentage
(in thousands, except percentages)
Employee compensation $ 43,101 $ 38,981 $ 4,120 11 %
Subcontractors and consultants 5,537 3,972 1,565 39 %
IT related 5,766 3,273 2,493 76 %
Other 2,983 2,150 833 39 %
Total research and development expenses $ 57,387 $ 48,376 $ 9,011 19 %
Research and development expenses increased by $9.0 million , or 19%, to $57.4
million for the year ended December 31, 2022 , from $48.4 million for the year
ended December 31, 2021 . The increase was primarily due to a $4.1 million
increase in compensation which mainly related to higher headcount and increased
stock-based compensation expenses, a $1.6 million increase in subcontractors and
consultants expense mainly due to fewer employees and a $2.5 million increase in
IT related expenses.
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Sales and Marketing expenses
Year Ended December 31, Period-over-Period Change
2022 2021 Dollar Percentage
(in thousands, except percentages)
Employee compensation & commission $ 48,021 $ 37,160 $ 10,861 29 %
Marketing expenses 5,771 5,057 714 14 %
Travel and entertainment 1,520 259 1,261 487 %
Other 3,968 3,312 656 20 %
Total sales and marketing expenses $ 59,280 $ 45,788 $ 13,492 29 %
Sales and marketing expenses increased by $13.5 million , or 29%, to $59.3
million for the year ended December 31, 2022 , from $45.8 million for the year
ended December 31, 2021 . The increase was primarily due to a $9.2 million
increase in compensation related to higher headcount, a $1.6 million increase in
amortization of deferred commission expenses driven by accumulated higher
bookings and a $1.3 million increase in travel expenses as a result of the
gradual return to pre-COVID-19 pandemic levels of routine air travel among our
sales personnel.
.
General and Administrative expenses
Year Ended December 31, Period-over-Period Change
2022 2021 Dollar Percentage
(in thousands, except percentages)
Employee compensation $ 30,779 $ 28,371 $ 2,408 8 %
Professional fees and insurance 6,208 4,201 2,007 48 %
Subcontractors and consultants 1,343 1,222 121 10 %
Travel and entertainment 427 200 227 114 %
Gain on sale of property and equipment - (757) 757
Other 6,657 6,252 405 6 %
Total general and administrative expenses $ 45,414 $ 39,489 $ 5,925 15 %
General and administrative expenses increased by $5.9 million or 15%, to $45.4
million for the year ended December 31, 2022 , from $39.5 million for the year
ended December 31, 2021 . The increase was primarily due to a $2.4 million
increase in compensation related to higher headcount and increased stock-based
compensation expenses, a $2.0 million increase in professional fees and
insurance to support our operation as a public company and a $0.8 million
one-time gain from the sale of data center equipment during the year ended
December 31, 2021 .
Restructuring
Restructuring expenses were$1.2 million for the year endedDecember 31, 2022 , due to the 2022 Restructuring Plan being implemented in the third quarter of 2022 and primarily consisting of employee severance and related costs.
See Note 18 to our consolidated financial statements for additional details regarding the 2022 Restructuring Plan.
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Other Operating Expenses
Other operating expenses were$1.7 million during the year endedDecember 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 endedDecember 31, 2022 .
Financial Expenses, net
Financial expenses, net decreased by$15.9 million , or 79%, to$4.2 million for the year endedDecember 31, 2022 , from$20.1 million for the year endedDecember 31, 2021 . The decrease was primarily due to a$15.0 million remeasurement of warrants to fair value recorded in the year endedDecember 31, 2021 ,$1.0 million interest income associated with our investments, and$0.7 million lower interest expense due to repayment of our Revolving Credit Facility duringDecember 2021 and principal repayments.
Provision for Income Taxes
Provision for income taxes increased by$1.3 million , or 20%, to$7.9 million for the year endedDecember 31, 2022 , from$6.6 million for the year endedDecember 31, 2021 , primarily due to increased tax liability related to income generated by our subsidiaries organized under the laws ofIsrael and theUnited 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. DuringDecember 2021 , we repaid in full the outstanding principal balance under our Revolving Credit Facility. As ofDecember 31, 2022 , we had no balance outstanding under the Revolving Credit Facility and the total revolving commitment of$35.0 million is available for future borrowings. 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, the ongoing conflict betweenRussia andUkraine and rising inflation and interest rates have 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. 74 --------------------------------------------------------------------------------
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Credit Facilities
InJanuary 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"). InJune 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 onMarch 31, 2021 throughDecember 31, 2021 , (y)$750,000 for installments payable onMarch 31, 2022 throughDecember 31, 2022 , and (z)$1.5 million for installments payable on and afterMarch 31, 2023 . The remaining unpaid balance on the Term Loan Facility is due and payable onJanuary 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 onJanuary 14, 2024 . Our obligations under the Credit Facilities are currently guaranteed byKaltura 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 ofKaltura 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;
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•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 endingDecember 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 ofDecember 31, 2022 . 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). InDecember 2021 , we repaid in full the outstanding principal balance under our Revolving Credit Facility. As ofDecember 31, 2022 , we had no balance outstanding under the Revolving Credit Facility and the total revolving commitment of$35.0 million remains available for future borrowings. As ofDecember 31, 2022 , we had approximately$35.8 million of borrowings outstanding under the Term Loan Facility.
Cash Flows
The following table summarizes our cash flows for the periods presented:
Year Ended December 31,
2022 2021
(in thousands)
Net cash used in operating activities $ (46,828) $ (22,110)
Net cash used in investing activities (49,757) (5,242)
Net cash provided by (used in) financing activities (529) 143,368
Effect of exchange rate changes on cash, cash equivalents and (1,424) -
restricted cash
Net increase in cash, cash equivalents, and restricted cash (98,538) 116,016
Cash, cash equivalents, and restricted cash at beginning of 144,371 28,355
period
Cash, cash equivalents and restricted cash at end of period
$ 144,371 76
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Operating Activities
Net cash flows used in operating activities increased by
Net cash used in operating activities of$46.8 million for the year endedDecember 31, 2022 , was primarily due to$68.5 million in incremental net loss, adjusted for non-cash charges of$37.3 million , and net cash of$17.0 million due to changes in our operating assets and liabilities. Non-cash charges primarily consisted of depreciation and amortization of$2.7 million , stock-based compensation expenses of$23.6 million and amortization of deferred contract acquisitions and fulfillment costs of$10.9 million . The main drivers of net cash outflows that were derived from the changes in operating assets and liabilities were related to an increase in trade receivables of$11.3 million , addition to deferred contract acquisition costs of$11.6 million , an aggregate decrease in employees accruals, accrued expenses and other liabilities of$3.8 million and an increase in prepaid expenses and other assets of$0.4 million , offset by an increase in deferred revenue of$7.5 million and an increase in trade payables of$3.1 million . Net cash used in operating activities of$22.1 million for the year endedDecember 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 that were derived from the changes in operating assets and liabilities 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 .
Investing Activities
Net cash flows used in investing activities increased by
Net cash used in investing activities of$49.8 million for the year endedDecember 31, 2022 was related to investment in available-for-sale marketable securities of$60.2 million ,$4.8 million of capitalized internal use software, investment in restricted bank deposits of$2.6 million , and$1.2 million in capital expenditures, offset by sales and maturities of available-for-sale marketable securities of$19.0 million . Net cash used in investing activities of$5.2 million for the year endedDecember 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. Financing Activities
Net cash flows used in financing activities increased by
Net cash used in financing activities of$0.5 million for the year endedDecember 31, 2022 was primarily due to$3.0 million of loan repayments and an aggregate outflow of$0.2 million due to principal payment on finance lease and payment of debt issuance costs, offset by proceeds from exercise of stock options of$2.7 million . Net cash provided by financing activities of$143.4 million for the year endedDecember 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 .
Contractual Obligations and Commitments
The following table summarizes our contractual obligations and commitments as of
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Payments Due by Period
Less than 1 year 1-3 years More than 3 years
(in thousands)
Debt obligations 1 $ 8,808 $ 30,226 $ -
Operating lease obligations 2 3,206 9,569 14,191
Purchase obligations 3 13,427 41,895 -
Total $ 25,441 $ 81,690 $ 14,191
(1) Represents borrowings outstanding under our Term Loan Facility as of
December 31, 2022 , together with estimated interest payments thereon based on
the interest rates in effect for such indebtedness as of December 31, 2022 . See
"-Liquidity and Capital Resources - Credit Facilities."
(2) Represents the lease payments under our operating leases in the U.S. and
Israel . The operating lease payments for our lease in Israel assume our exercise
of the first extension option for an additional five years. See Note 7 to the
audited consolidated financial statements included elsewhere in this Annual
Report on Form 10-K for additional information.
(3) 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.
We reported other liabilities of $5.3 million in our consolidated balance sheet
at December 31, 2022 , which principally consists of unrecognized tax benefits
(see Note 11 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 withU.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.
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Income Taxes
We are subject to income taxes inIsrael , theU.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.
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.
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