EX-99.1 2 d731495dex991.htm EX-99.1 EX-99.1

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INVESTOR PRESENTATION MAY 2019 Trusted CPaaS Exhibit 99.1


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INVESTOR PRESENTATION This communication is for informational purposes only and has been prepared to assist interested parties in making their own evaluation with respect to the proposed potential business combination between Kaleyra S.p.A. (“Kaleyra”) and GigCapital, Inc. (“GigCapital”) (and collectively “we”), and related transactions and for no other purpose. The information contained herein does not purport to be all-inclusive. The data contained herein is derived from various internal and external sources. No representation is made as to the reasonableness of the assumptions made within or the accuracy or completeness of any projections, modelling or back-testing or any other information contained herein. Any data on past performance, modeling or back-testing contained herein is no indication as to future performance. Neither Kaleyra nor GigCapital assumes any obligation to update the information in this communication. This communication does not constitute an offer to sell or a solicitation of an offer to buy, or the solicitation of any vote or approval in any jurisdiction in connection with a proposed potential business combination between Kaleyra and GigCapital or any related transactions, nor shall there be any sale, issuance or transfer of securities in any jurisdiction where, or to any person to whom, such offer, solicitation or sale may be unlawful. Any offering of securities or solicitation of votes regarding the proposed transaction will be made only by means of a proxy statement that complies with applicable rules and regulations promulgated under the Securities Act of 1933 and Securities Exchange Act of 1934. FORWARD LOOKING STATEMENTS This presentation contains forward-looking statements within the meaning of U.S. federal securities laws regarding the proposed transactions. Such forward-looking statements include, but are not limited to, statements regarding the expectations, hopes, beliefs, intentions, plans, prospects, financial results or strategies regarding the proposed transactions and the future held by the Kaleyra and GigCapital management teams. Any statements contained herein that are not statements of historical fact may be deemed to be forward-looking statements. In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. The words "anticipate," "believe," "continue," "could," "estimate," "expect," "intends," "may," "might,” "plan," "possible," "potential," "predict," "project," "should," "would" and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. The forward-looking statements contained in this presentation are based on certain assumptions of GigCapital and/or Kaleyra management in light of their respective experience and their perception of historical trends, current conditions and expected future developments and their potential effects on us as well as other factors we believe are appropriate in the circumstances. There can be no assurance that future developments affecting Kaleyra or GigCapital will be those anticipated. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond the control of the parties) or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. Should one or more of these risks or uncertainties materialize, or should any of the assumptions being made prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. We undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws. Certain market data information in this presentation is based on the estimates of Kaleyra and GigCapital management. Kaleyra and GigCapital obtained the industry, market and competitive position data used throughout this presentation from internal estimates and research as well as from industry publications and research, surveys and studies conducted by third parties. Kaleyra and GigCapital believes their estimates to be accurate as of the date of this presentation. However, this information may prove to be inaccurate because of the method by which Kaleyra or GigCapital obtained some of the data for its estimates or because this information cannot always be verified due to the limits on the availability and reliability of raw data, the voluntary nature of the data gathering process. Legal Disclaimer


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NON-GAAP FINANCIAL MEASURE AND RELATED INFORMATION This presentation includes reference to adjusted EBITDA, a financial measure that is not prepared in accordance with U.S. generally accepted accounting principles (“GAAP”). Adjusted EBITDA is defined as of any date of calculation, the consolidated pro forma earnings of Kaleyra and its subsidiaries, before finance income and finance cost (including bank charges), tax, depreciation and amortization calculated from the unaudited consolidated financial statements of such party and its subsidiaries, plus (i) transaction expenses of Kaleyra and GigCapital, (ii) without duplication of clause (i), severance or change of control payments, (iii) any expenses related to company restructuring, (iv) the EBITDA for pre-acquisition period of subsidiaries, (v) any compensation expenses relating to stock options, restricted stock units, restricted stock or similar equity interests as may be issued by the post-combination company or any of its subsidiaries to their employees and (vi) any provision for the write down of assets. The pro forma earnings of Kaleyra, which is an Italian company, and its subsidiaries, which include subsidiaries outside of the U.S., may not be prepared in conformance with Article 11 of Regulation S-X of the SEC. Adjusted EBITDA is being used to determine whether conditions have been achieved that would result in the issuance of the earnout. GigCapital management also believes that this non-GAAP measure of Kaleyra’s financial results will provide useful information to management and investors regarding certain financial and business trends relating to Kaleyra’s anticipated financial condition and results of operations. Investors should not rely on any single financial measure to evaluate Kaleyra’s anticipated business. The financial metrics in this presentation are unaudited and can be found in GigCapital’s latest 8-K dated May 16, 2019. ADDITIONAL INFORMATION ABOUT THE TRANSACTION AND WHERE TO FIND IT In connection with the proposed business combination and related transactions, if a definitive agreement is reached, GigCapital will file preliminary and definitive proxy statements with the SEC and will mail a definitive proxy statement and other relevant documents to its stockholders. Investors and security holders of GigCapital are advised to read, when available, the preliminary proxy statement, and amendments thereto, and the definitive proxy statement in connection with GigCapital ’s solicitation of proxies for its stockholders’ meeting to be held to approve the proposed business combination because the proxy statements will contain important information about the proposed business combination and related transactions and the parties to such arrangements. The definitive proxy statement will be mailed to stockholders of GigCapital as of a record date to be established for voting on the proposed business combination and related transactions. Stockholders will also be able to obtain copies of the proxy statement, without charge, once available, at the SEC’s website at www.sec.gov. PARTICIPANTS IN THE SOLICITATION Kaleyra, GigCapital, and their respective directors, executive officers and other members of their management and employees, may, under SEC rules, be deemed to be participants in the solicitation of proxies of GigCapital stockholders in connection with the proposed business combination and related transactions. Information concerning the interests of Kaleyra’s and GigCapital’s participants in the solicitation, which may, in some cases, be different than those of Kaleyra’s and GigCapital’s equity holders generally, will be available in the proxy statement relating to the proposed business combination to be filed by GigCapital with the SEC. The past performance of the members of the Kaleyra management team, GigCapital management team, Kaleyra, GigCapital, or any of their affiliates is not a guarantee of success with respect to the proposed business combination and related transactions. You should not rely on the historical record of the performance of Kaleyra management, GigCapital management, or any of their affiliates’ performance as indicative of our future performance when evaluating the proposed business combination and related transactions TRADEMARKS AND INTELLECTUAL PROPERTY All trademarks, service marks, and trade names of Kaleyra or GigCapital or their respective subsidiaries or affiliates used herein are trademarks, service marks, or registered trademarks of Kaleyra or GigCapital, respectively, as noted herein.  Any other product, company names, or logos mentioned herein are the trademarks and/or intellectual property of their respective owners. Legal Disclaimer (Cont’d)


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DARIO CALOGERO TERRY HSIAO DR. AVI KATZ Founder, Chairman Chief Executive Officer Head of Strategy Founder, Chairman Presenters 80+ Years of Entrepreneurial & Operational Experience


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Transaction Summary Transaction Valuation & Consideration Earnout Post Close Mgmt & Board GigCapital, a publicly-traded special purpose acquisition company, combines with Kaleyra Combined company will apply to continue the listing of its common stock on the NYSE as KLR Transaction is expected to close in the second half of 2019 Pro forma Enterprise Value of $192.1 million based on a price of $10.14 per share Attractive valuation of 1.5x 2019E revenue of $126.7 million & 1.2x 2020E revenue of $161.2 million, representing a discount of 69% in 2019E & 72% in 2020E to the average of comparable companies Existing Kaleyra employees and shareholders will receive: $15 million in cash 9.6 million common shares No minimum cash condition to close Kaleyra’s management will continue to operate the business post-close The Board of Directors of 7 members will be chaired by Dr. Avi Katz and have equal members from Kaleyra and GIG including Kaleyra CEO, Dario Calogero Additional equity consideration to Kaleyra shareholders & management in the event business performance exceeds certain thresholds 2.28m shares payable to Kaleyra shareholders & management in the event 2019 revenue & adjusted EBITDA increase over 2018 by 30% and 45%, respectively 2.28m shares payable to Kaleyra shareholders and management in the event 2020 revenue and adjusted EBITDA increase over fiscal year 2019 by 30% and 45%, respectively For achievement above 80% of the earnout target, the earnout shall be paid on a two-to-one basis (i.e. if 27% of earnout target is achieved, Kaleyra shareholders and management would receive 95% of the earnout. No earnout shares will be granted if growth is below 24%) Gig sponsors also have a portion of their equity ownership subject to earnout Note: Represents 0% redemption


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Pro-Forma Capitalization & Ownership Pro-Forma Capitalization & EV Build Pro-Forma enterprise value of $192.1 million, implying 1.5x 2019E revenue and 1.2x 2020E revenue Existing Kaleyra shareholders and employees to receive $15.0 million cash consideration and will be issued 9.6 million shares at close representing 33.1% pro-forma ownership in the company Transaction expected to close and start trading 2H 2019 Kaleyra’s balance sheet consists of ~$6 million in cash and $24 million in debt Pro-Forma Enterprise Value Build ($ in MM) Share Price (2) $10.14 Pro-Forma Shares Outstanding (1) 29.1 Implied Equity Value $294.9 Net Cash (3) $102.8 Total Enterprise Value $192.1 Public Comparables Multiple Discount to Comparables EV / FY 2019E Revenue 1.5x (69.4%) EV / FY 2020E Revenue 1.2x (72.3%) Source: S&P Capital IQ as of 2/22/2019 market close Note: Represents 0% redemptions. Pre Earnout figures & excludes any future shares issued in Management Equity Incentive Plan. Includes issuances of 1/10th of a share for each right at the closing. Excludes all unexercised out-of-the-money warrants Price per share is an estimated trust value per share at close (Beginning of 2H 2019) Includes $6 million in existing Kaleyra cash and $24 million in existing debt on the balance sheet, out of which ~$6 million due in 2019 Uses of cash subject to change based on the level of Public Stockholder Redemptions (illustrated above is assumed 0% redemption) GigCapital sponsors shares representing less than 1% of the total pro-forma post closing ownership are subject to earn-out Pro-Forma Summary of Ownership Post Close(1) Gig Shareholders Gig Sponsors (5) Kaleyra Sources GigCapital Cash in Trust $145.8 Total Cash Sources $145.8 Uses (4) Cash to Balance Sheet $120.8 Cash Consideration $15.0 Transaction Expenses $10.0 Total Cash Uses $145.8 Sources & Uses


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Company Overview Kaleyra provides a cloud communication platform for enterprises COMPANY OVERVIEW TOTAL REVENUE (1) MOST COMMON TRANSACTIONS Global Presence Europe, Asia, Middle East, USA 235 Employees 60+ Employees For New Products 3,000+ Customers Globally 2 Billion Voice Calls in 2019E RCS Long Code API 2FA Short Code Look up Click to call Live view monitoring IVR Call Conference Dedicated number Voice Broadcasting EMPLOYEE BREAKDOWN | 2018 Sales Marketing and Business Dev Technology & Engineering G&A + Staff Messaging Voice FinTech Numbers Messaging Voice 30.9% CAGR Total revenue presented as US GAAP


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A trusted team sharing a common goal to build the world’s most trusted CPaaS platform Speed and access to capital is a competitive advantage Global business relationships with a desire to expand faster than the growth in the market Trusted Team with Public Company Track Record; 400% return on GigPeak from 2007 formation to sale in 2017 Global M&A Experience; 10 acquisitions to build GigPeak Extensive Network From Silicon Valley & beyond; Chose Kaleyra out of 400+ opportunities reviewed Senior U.S. Wall Street Relationships; GigPeak had 8 research analysts covering the Company upon sale Palo Alto, CA $145 Million IPO in December 2017 EUROPE ASIA USA 1999 2009 2006 Founded in Milan, market leader in messaging services for BFSI Founded in Bangalore Founded in Vienna, VA 2015 Elite Certificate - Milan Stock Exchange 2017 Acquired 2018 Acquired Company Overview Kaleyra’s History of Organic & Acquired Growth + GigCapital


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Kaleyra provides an end-to-end platform to deliver identity authentication, mobile marketing campaigns, banking services authorizations, etc. and connectivity to enterprises worldwide Reliable, fully redundant, secure, flexible and scalable cloud platform ensuring application communication Secure Cloud Platforms & Services Flexible Delivery Model Industry Applications Messaging Voice Phone Numbers Cloud Plug & Play APIs Enterprise Solutions Global Connectivity Healthcare E-commerce & Logistics Education Travel FinTech Retail Enterprise Tools for Communication With Customers Reaching End Users With Messages or Voice via a Local Cloud Number or Short Code Company Overview Trusted Cloud Communications


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FinTech E-commerce Travel Retail Education Company Overview Global & Diversified Customers


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Security Compliance Integration Messaging Voice FinTech Numbers 5K messages per second, horizontally scalable 87 languages over a single API Concatenated to 4,000 characters Real time analytics including click-through Integrated w interactive AI and chatbot Automated opt-in/out management RCS and WhatsApp support, adding Apple Business Chat PSD2 opening banking initiatives Https, IPsec, TLS encryption support ISO 27001 and NIST 800-88r1 GDPR compliant PCI-DSS compliant Hybrid cloud implementation Native local numbers Number portability lookup Certified A2P gateway Short code support Toll free numbers Pool management Full suite of IVR and conferencing services Visual configurations of call routing Call masking Click to call Integrated w interactive AI and NLP Call broadcasting and automated dialing Company Overview Why We Win


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30.9% CAGR Growth % 41.9% 27.0% 28.6% 27.3% 30.2% Gross Margin % 21.0% 22.0% 23.6% 25.5% 29.5% Consolidated Revenue | $ in Millions Kaleyra demonstrates strong historical top line growth and profitability with a robust pipeline for future growth via new product roadmap, M&A, and industry tailwinds Note: Figures presented in US GAAP. Please see page 5 for detail on transaction earnout tied to revenue and EBITDA 56.3% CAGR Growth % 59.2% 73.4% 56.2% 45.2% 49.1% Margin % 5.5% 7.5% 9.1% 10.4% 11.9% Adjusted EBITDA | $ in Millions Company Overview Attractive Financial Profile: Strong Growth and Flexibility


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Software and CPaaS are substantially disrupting telecom services Dramatic shift from hardware-driven marketplace to software / CPaaS 2000 2010 2020 Hardware-Driven Marketplace Rising OTT Messaging & VOIP CPaaS Proprietary protocols Complex pricing scheme Communication is unlinked from devices / hardware Full blown cloud platform providing complete communication capabilities, easily deployed through converged infrastructure APIs Industry Overview Evolution of Communications Software


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Total CPaaS Market (1) SMS Business Messaging Revenue (2) The global voice and messaging CPaaS market is transitioning from a hyper growth, start-up phase to a critical-mass phase utilizing three layers of cloud services including: Networking Connectivity, APIs and Applications 30.4% CAGR App Replacement Potential Chatbot Search Potential Unified Comms Potential + $ in Billions $ in Billions Artificial Intelligence Applications in: Source – 451 Market Monitor (2018) Source – GSMA (2018) $150 Billion According to GSMA Business Government Health Transport Enabling IoT Industry Overview High Growth, Large Total Addressable Market


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03 Industry applications in security, productivity and social Enhance R&D capabilities and cloud infrastructure Further develop RCS Product Evolution US growth opens up Latin America and Canada markets Second Payment Services Directives (“PSD2”) provides major European expansion opportunities from Milan HQ India presence provides platform to expand further into Asia region Geographic Expansion Key technology integrations with industry leading ISV’s Grow existing global product team and accelerate joint product management Integrations Growth Strategy Organic


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Previous Acquisition Product Enhancement Market Expansion Target 1 Americas Conferencing / Voice API $15 - 20 Million 75% Target 2 Americas Chat Bot SMB $15 - 20 Million 50% Target 3 Americas Pure CPaaS $20 - 25Million 45% Target 4 Americas Pure CPaaS $5 - 6 Million 40% Target 5 Americas CPaaS Enablement $5 - 6 Million 75% Target 6 Americas Messaging Enabled Payments $6 - 8 Million 75% Target Geography Product Add-On Size (Revenue) Gross Margin Access to new products Pre-Existing cloud infrastructure Access to mandatory license Access to the US market and connectivity to LATAM, as well as know-how of the US regulatory framework Strong Management teams and intellectual property Connectivity to carriers covering 1 billion + people Customer base expansion Access to booming, young markets globally Opportunity to expand towards Africa, Australia, China and Indonesia Growth Strategy Accretive Acquisitions


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14.3% Higher Revenue Growth Mean: 18.4% Kaleyra: 32.6% Mean: 5.0x Kaleyra: 1.5x 69% Discount 2018PF – 2019E Revenue Growth EV / 2019E Revenue Source: S&P Capital IQ as of 5/24/2019 market close Benchmarking Analysis Small-Cap CPaaS & UCaaS (2019E)


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15% Higher Revenue Growth Mean: 12.5% Kaleyra: 27.3% Mean: 4.3x Kaleyra: 1.2x 72% Discount Source: S&P Capital IQ as of 5/24/2019 market close Note: eGain was excluded due to availability of analyst estimates for 2020 Benchmarking Analysis Small-Cap CPaaS & UCaaS (2020E) 2019E – 2020E Revenue Growth EV / 2020E Revenue


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Source: S&P Capital IQ Note: eGain was excluded due to availability of analyst estimates for 2020 2019E to 2020E Revenue Growth EV / 2020E Revenue Discount / Appreciation Opportunity Benchmarking Analysis Regression Analysis


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Compelling Products Kaleyra offers the next generation of business combination products, optimally delivered to each of their clients Security, compliance, and integration built in from first line of code Blue Chip Customer Partners Kaleyra serves its customers with some of the most stringent performance and reliability standards, representing a high barrier to entry The Company adds critical functionality customers rely upon, making us long term partners Attractive Financials & Growth Kaleyra has delivered above-market growth in an emerging market Disciplined management has produced meaningful growth and profitability Proven Management Team Kaleyra’s clients are industry leaders and demand the best Kaleyra will be able to enhance its experience profile with the addition of GigCapital sitting on the board Large & Growing TAM CPaaS market is expected to grow at a ~30% CAGR through 2022 Security and AI solutions will continue to drive growth and engagement Multiple Levers for Future Growth Robust pipeline via new product roadmap, M&A, and industry tailwinds Well positioned within global voice and messaging CPaaS market currently transitioning from a hyper growth, start-up phase to a critical mass phase Investment Summary


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Appendix


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EBITDA Reconciliation Unaudited Non-GAAP Adj. EBITDA | ($ in millions) 2017PF 2018PF Non-GAAP EBITDA $1.9 ($4.2) Loss on Equity Investments $0.0 $1.1 EBITDA for Pre-Acquisition Period of Subsidiaries $1.4 $1.2 Non-Cash Compensation Expense $0.6 $1.2 Non-Cash Stock Option Expense $0.1 $6.6 Acquisition Transaction Costs $0.3 $1.5 Non-GAAP Adjusted EBITDA $4.3 $7.4 The following table shows the reconciliation of the unaudited Non-GAAP Adjusted EBITDA as reported in the investors presentation. The unaudited figures have been prepared in accordance with US GAAP.


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www.kaleyra.com contact@kaleyra.com