Quarterly report pursuant to Section 13 or 15(d)

Bank and Other Borrowings

v3.21.2
Bank and Other Borrowings
9 Months Ended
Sep. 30, 2021
Bank And Other Borrowings [Abstract]  
Bank and Other Borrowings

8. BANK AND OTHER BORROWINGS

Credit line facilities

As of September 30, 2021, the Company had credit line facilities denominated in Euro for a total amount of $7.4 million, of which $5.5 million had been used. As of December 31, 2020, the Company had credit line facilities denominated in Euro for $7.7 million, of which $5.3 million had been used.

The credit lines denominated in Euro may be drawn upon at variable interest rates in the following range: 0.6% - 7.6%. The weighted average interest rate on those credit line facilities outstanding as of September 30, 2021 was 1.29%.

Long-term bank and other borrowings

Long-term bank and other borrowings consist of the following (in thousands):

 

 

 

 

 

 

 

 

 

 

 

 

Interest Nominal Rate

 

 

 

As of

September 30,

 

 

As of

December 31,

 

 

 

 

Interest Contractual Rate

 

 

As of

September 30,

 

 

As of

December 31,

 

 

 

2021

 

 

2020

 

 

Maturity

 

as of September 30, 2021

 

 

2021

 

 

2020

 

UniCredit S.p.A.

   (Line A Tranche 1)

 

$

2,720

 

 

$

3,235

 

 

July 2023

 

Euribor 3 months + 3.10%

 

 

 

2.80

%

 

 

2.80

%

UniCredit S.p.A.

   (Line A Tranche 2)

 

 

130

 

 

 

153

 

 

November 2023

 

Euribor 3 months + 3.10%

 

 

 

2.80

%

 

 

2.80

%

UniCredit S.p.A. (Line B)

 

 

2,626

 

 

 

3,030

 

 

May 2024

 

Euribor 3 months + 2.90%

 

 

 

2.60

%

 

 

2.60

%

UniCredit S.p.A. (Line C)

 

 

2,130

 

 

 

2,521

 

 

August 2023

 

Euribor 3 months + 3.90%

 

 

 

3.36

%

 

 

3.36

%

Intesa Sanpaolo S.p.A.

   (Line 1)

 

 

443

 

 

 

931

 

 

April 2022

 

Euribor 3 months + 2.30%

 

 

 

1.76

%

 

 

1.26

%

Intesa Sanpaolo S.p.A.

   (Line 2)

 

 

3,218

 

 

 

4,292

 

 

April 2024

 

Euribor 3 months + 3.10%

 

 

 

2.56

%

 

 

2.06

%

Intesa Sanpaolo S.p.A.

   (Line 3)

 

 

9,156

 

 

 

9,688

 

 

June 2026

 

Euribor 3 months + 2.15%

 

 

 

1.61

%

 

 

1.11

%

Intesa Sanpaolo S.p.A.

   (Line 4)

 

 

6,366

 

 

 

6,734

 

 

July 2026

 

Euribor 3 months + 2.20%

 

 

 

1.66

%

 

 

1.16

%

UBI Banca S.p.A. (Line 1)

 

 

 

 

 

209

 

 

August 2021

 

Euribor 3 months + 1.25%

 

 

 

1.25

%

 

 

1.25

%

UBI Banca S.p.A. (Line 2)

 

 

98

 

 

 

1,031

 

 

October 2021

 

Euribor 3 months +1.95%

 

 

 

1.41

%

 

 

1.41

%

Monte dei Paschi di

   Siena S.p.A. (Line 1)

 

 

136

 

 

 

328

 

 

April 2022

 

 

0.95

%

 

 

0.95

%

 

 

0.95

%

Monte dei Paschi di

   Siena S.p.A. (Line 2)

 

 

1,542

 

 

 

2,037

 

 

June 2023

 

 

1.50

%

 

 

1.50

%

 

 

1.50

%

Banco BPM S.p.A. (Line 1)

 

 

705

 

 

 

1,056

 

 

June 2023

 

Euribor 3 months + 2.00%

 

 

 

2.00

%

 

 

2.00

%

Banco BPM S.p.A. (Line 3)

 

 

5,572

 

 

 

6,355

 

 

September 2024

 

Euribor 3 months + 3.00%

 

 

 

2.46

%

 

 

2.46

%

Simest 1

 

 

242

 

 

 

307

 

 

December 2023

 

 

0.50

%

 

 

0.50

%

 

 

0.50

%

Simest 2

 

 

240

 

 

 

305

 

 

December 2023

 

 

0.50

%

 

 

0.50

%

 

 

0.50

%

Simest 3

 

 

441

 

 

 

560

 

 

December 2023

 

 

0.50

%

 

 

0.50

%

 

 

0.50

%

Simest 4

 

 

1,245

 

 

 

 

 

April 2027

 

 

0.50

%

 

 

0.50

%

 

 

 

Banco Popolare Società Cooperativa

 

 

19

 

 

 

 

 

December 2021

 

Euribor 3 months + 1.85%

 

 

 

1.85

%

 

 

 

Total bank and other borrowings

 

 

37,029

 

 

 

42,772

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Less: current portion

 

 

10,455

 

 

 

10,798

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total long-term portion

 

$

26,574

 

 

$

31,974

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

All bank and other borrowings are unsecured borrowings of the Company.

On February 23, 2021, the Company entered into an amendment to the existing unsecured loan agreement with Intesa Sanpaolo S.p.A. (the “Intesa Sanpaolo S.p.A. - Line 1”) and an amendment to the existing unsecured loan agreement with Intesa Sanpaolo S.p.A. (the “Intesa Sanpaolo S.p.A. - Line 2”). The amendments each provide that certain financial covenants be amended, in particular as

they relate to the previously agreed net financial position/equity ratio and the net financial position/gross operating income ratio. Upon the approval of the audited statutory financial statements of Kaleyra S.p.A. for the year ended December 31, 2020 in June 2021, the calculated net financial position/gross operating income ratio failed to comply with the amended terms of the unsecured loan agreement with Intesa San Paolo S.p.A. As a result of such failure, Intesa San Paolo S.p.A. was entitled to raise the interest rate bearing on the existing financing agreements of Intesa San Paolo S.p.A. by fifty (50) bps. No principal amount was subject to early reimbursement under the amended terms of the loan agreement. On August 3, 2021, the Company was notified by Intesa San Paolo S.p.A. of their resolution to apply the incremental fifty (50) bps to the interest rate bearing on future payments of interest.

On March 9, 2021 and March 10, 2021, respectively, Kaleyra S.p.A. received the approval by UniCredit to postpone repayment of the principal amounts due under the existing Line A Tranche (2), Line B and Line C of the long-term financing agreements with UniCredit S.p.A. for a period of six (6) months starting from March 1, 2021 until August 31, 2021, and under Line A Tranche (1) of the long-term financing agreement with UniCredit S.p.A. starting from February 1, 2021 until July 31, 2021. Consequently, the repayment schedule under all financing agreements mentioned above has been extended for the period equal to that of the six (6) month suspension period.

On April 15, 2021, Kaleyra S.p.A. and Banco Popolare di Milano S.p.A. entered into an agreement to postpone repayment of the principal amounts due under the existing Line 3 of the long-term unsecured financing agreement for a period of six (6) months starting from March 31, 2021 until September 30, 2021, without prejudice to Kaleyra S.p.A.’s obligations to continue to pay interest in relation to the principal amount at the original due dates.

On April 15, 2021, the Company entered into a general unsecured loan agreement with Simest S.p.A for a total of $3.6 million (€3.0 million at the April 15, 2021 exchange rate) relating to the Fund 394/81 (the “Simest Financing”) and Fund for Integrated Promotion (the “Co-financing”) for implementation of a program to break into foreign markets. The principal amount of $505,000 (€422,000 at the April 15, 2021 exchange rate) of the financing applies to the Co-financing and has been granted in accordance with Section 3.1 of the Temporary Framework for State aid measures to support the economy in the current COVID-19 outbreak of the European Commission, and as such is non-refundable as long as the funds are used for the purposes stated within the Framework.

The principal amount of $3.1 million (€2.6 million at the April 15, 2021 exchange rate) applies to the Simest Financing. The Simest Financing bears a subsidized interest rate of 0.055% and a reference interest rate of 0.55%. The loan will have a duration of six (6) years starting from the date of disbursement and will have to be repaid in half-yearly installments starting after a two-year pre-amortization period.

On September 15, 2021, the principal amount of $1.3 million (€1.1 million at the September 15, 2021 exchange rate) and $208,000 (€176,000 at the September 15, 2021 exchange rate) relating to the first installment of the Simest Financing and Co-financing, respectively, was disbursed to the Company pursuant to the terms of the loan agreement with Simest S.p.A.

As of September 30, 2021, all of the available long-term facilities were drawn in full except for the Simest Financing as described above.

Interest expense on bank and other borrowings was $172,000 and $206,000 for the three months ended September 30, 2021 and 2020, respectively, and $542,000 and $623,000 for the nine months ended September 30, 2021 and 2020, respectively.

As of September 30, 2021, the Company is obliged to make payments as follows (in thousands):

 

 

 

As of

September 30, 2021

 

2021 (remaining three months)

 

$

2,881

 

2022

 

 

10,694

 

2023

 

 

10,567

 

2024

 

 

6,399

 

2025

 

 

3,894

 

2026 and thereafter

 

 

2,594

 

Total

 

$

37,029