Quarterly report pursuant to Section 13 or 15(d)

Bank and Other Borrowings

v3.20.2
Bank and Other Borrowings
9 Months Ended
Sep. 30, 2020
Bank And Other Borrowings [Abstract]  
Bank and Other Borrowings

7. BANK AND OTHER BORROWINGS

Credit line facilities

As of September 30, 2020, the Company had credit line facilities granted for a total amount of $7.4 million, of which $4.6 million had been used, including a credit revolving facility denominated in US Dollars for $1.0 million granted to Buc Mobile in January 2020. As of December 31, 2019, the Company had available credit line facilities denominated in Euro for $5.6 million, of which $3.6 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, 2020, was 1.21%.

As mentioned above, on January 23, 2020, Buc Mobile entered into a revolving facility with Intesa Sanpaolo S.p.A. for a total amount of $1.0 million to be used solely for the purpose of Buc Mobile general working capital needs. As of September 30, 2020, this credit revolving facility was drawn for $954,000. The average effective interest rate for the three months ended September 30, 2020 was 1.5%.

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

 

 

As of

September 30,

 

 

As of

December 31,

 

 

 

2020

 

 

2019

 

 

Maturity

 

Contractual Rate

 

 

2020

 

 

2019

 

UniCredit S.p.A.

   (Line A Tranche (1)

 

$

3,435

 

 

$

3,609

 

 

January 2023

 

Euribor 3 months + 3.10%

 

 

 

2.80

%

 

 

2.80

%

UniCredit S.p.A.

   (Line A Tranche (2)

 

 

161

 

 

 

167

 

 

May 2023

 

Euribor 3 months + 3.10%

 

 

 

2.80

%

 

 

2.80

%

UniCredit S.p.A. (Line B)

 

 

3,137

 

 

 

3,229

 

 

November 2023

 

Euribor 3 months + 2.90%

 

 

 

2.60

%

 

 

2.60

%

UniCredit S.p.A. (Line C)

 

 

2,665

 

 

 

2,787

 

 

February 2023

 

Euribor 3 months + 3.90%

 

 

 

3.40

%

 

 

3.53

%

Intesa Sanpaolo S.p.A.

   (Line 1)

 

 

889

 

 

 

988

 

 

April 2022

 

Euribor 3 months + 1.80%

 

 

 

1.30

%

 

 

1.88

%

Intesa Sanpaolo S.p.A.

   (Line 2)

 

 

4,102

 

 

 

4,183

 

 

April 2024

 

Euribor 3 months + 2.60%

 

 

 

2.10

%

 

 

2.60

%

Intesa Sanpaolo S.p.A.

   (Line 3)

 

 

9,263

 

 

 

 

 

June 2026

 

Euribor 3 months + 1.65%

 

 

 

1.15

%

 

 

 

Intesa Sanpaolo S.p.A.

   (Line 4)

 

 

6,437

 

 

 

 

 

July 2026

 

Euribor 3 months + 1.70%

 

 

 

1.20

%

 

 

 

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

 

 

274

 

 

 

332

 

 

August 2021

 

Euribor 3 months + 1.25%

 

 

 

1.25

%

 

 

1.25

%

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

 

 

1,279

 

 

 

1,499

 

 

October 2021

 

Euribor 3 months +1.95%

 

 

 

1.45

%

 

 

1.55

%

Monte dei Paschi di

   Siena S.p.A. (Line 1)

 

 

372

 

 

 

521

 

 

April 2022

 

 

0.95

%

 

 

0.95

%

 

 

0.95

%

Monte dei Paschi di

   Siena S.p.A. (Line 2)

 

 

2,337

 

 

 

 

 

June 2023

 

 

1.50

%

 

 

1.50

%

 

 

 

Banco Popolare di Milano

   S.p.A. (Line 1)

 

 

1,107

 

 

 

1,336

 

 

June 2023

 

Euribor 3 months + 2.00%

 

 

 

2.00

%

 

 

2.00

%

Banco Popolare di Milano

   S.p.A. (Line 2)

 

 

 

 

 

3,893

 

 

September 2022

 

Euribor 3 months + 2.00%

 

 

 

 

 

 

2.00

%

Banco Popolare di Milano

   S.p.A. (Line 3)

 

 

6,517

 

 

 

 

 

March 2024

 

Euribor 3 months + 3.00%

 

 

 

2.50

%

 

 

 

Simest 1

 

 

293

 

 

 

280

 

 

December 2023

 

 

0.50

%

 

 

0.50

%

 

 

0.50

%

Simest 2

 

 

291

 

 

 

279

 

 

December 2023

 

 

0.50

%

 

 

0.50

%

 

 

0.50

%

Simest 3

 

 

535

 

 

 

512

 

 

December 2023

 

 

0.50

%

 

 

0.50

%

 

 

0.50

%

Finlombarda S.p.A.

 

 

43

 

 

 

83

 

 

December 2020

 

 

0.50

%

 

 

0.50

%

 

 

0.50

%

Total bank and other borrowings

 

 

43,137

 

 

 

23,698

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Less: current portion

 

 

9,675

 

 

 

7,564

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total long-term portion

 

$

33,462

 

 

$

16,134

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

All bank and other borrowings are unsecured borrowings of Kaleyra.

On March 11, 2020, Kaleyra S.p.A. entered into a 36-month (from first repayment date) unsecured loan agreement with Monte dei Paschi di Siena S.p.A. for $2.2 million (€2.0 million). The total amount of this new facility was drawn in full the same date. This facility bears interest at a fixed rate equal to 1.5%.

On March 20, 2020, Kaleyra S.p.A. entered into a general unsecured loan agreement (the “BPM Loan Agreement”) with Banco BPM S.p.A. (formerly Banco Popolare di Milano S.p.A.) for a total of $6.5 million (€6.0 million). The BPM Loan Agreement included a new financing of $2.7 million with the remaining balance used to pay off the original loan dated July 23, 2019, by and between Kaleyra S.p.A. and Banco BPM S.p.A. The BPM Loan Agreement has a maturity of 45 months from the date of first repayment and bears interest at a variable rate equal to the three-month Euribor plus a spread of 3.00%. The BPM Loan Agreement is to be repaid in 15 quarterly installments. The total amount of the BPM Loan Agreement, less amounts related to commissions, fees and expenses, was drawn in full the same date as the BPM Loan Agreement.

On March 31, 2020, Kaleyra S.p.A. received the approval by Intesa Sanpaolo S.p.A. to postpone payment of the amounts due under the existing Line 1 and Line 2 loans for the following 3 months. As a result of this approval the Company has postponed the payments of approximately $404,000 beyond December 31, 2020.

On April 7, 2020, Kaleyra S.p.A. received the approval by UBI Banca S.p.A. to postpone the amounts due under the existing loans for the following 6 months. As a result of this approval, the Company has postponed the payments of approximately $694,000 beyond the following 6 months.

On April 9, 2020, Kaleyra S.p.A. received the approval by UniCredit to postpone the amounts due under the existing loans for the following 6 months. As a result of this approval, the Company has postponed the payments of approximately $1.6 million beyond the following 6 months.

On April 24, 2020, Kaleyra S.p.A. received the approval by Simest S.p.A. to postpone the amounts due under the existing loans in 2020. As a result of this approval, the Company has postponed the payments of approximately $350,000 beyond December 31, 2020.

On June 29, 2020, Kaleyra S.p.A. received the approval by Intesa Sanpaolo S.p.A. to postpone payment of the amounts due under the existing Line 1 and Line 2 loans for an additional 3 months. As a result of this approval the Company has postponed the payments of approximately $404,000 beyond December 31, 2020.  

On July 16, 2020, Kaleyra S.p.A. entered into a general unsecured loan agreement (the “Intesa Loan Agreement – Line 3”) with Intesa Sanpaolo S.p.A. for a total amount of $9.0 million. The Intesa Loan Agreement – Line 3 was disbursed in Euros for an amount of €7.9 million with an exchange rate equal to 0.87602 at the signing date of July 16, 2020. The Intesa Loan Agreement – Line 3 has a maturity of 72 months from the date of disbursement and bears interest at a variable rate equal to the three-month Euribor plus a spread of 1.65%. The loan is to be repaid in 16 quarterly installments with a grace period for principal payments for the first 24 months. The loan is subject to financial covenants, in accordance with the terms and conditions set forth within the Intesa Loan Agreement – Line 3. The loan is guaranteed up to ninety percent of its principal amount by SACE S.p.A., the Italian state-owned export credit finance agency, and is made pursuant to a program to address COVID‑19 and the Italian Government’s support for Italian businesses, as stated within Article 1 of the Decree Law 23/2020 (the “Decree”) and conversion Law 40/2020. In consideration of the facilitated nature of the guarantee that secures this loan, and pursuant to the general conditions of the SACE guarantee, Kaleyra S.p.A. undertakes to comply with a number of obligations and representations, including the payment of the guarantee annual fee (SACE guarantee remuneration), pursuant to Article 1 of the Decree. The total amount of the loan, less amounts related to commissions, fees and expenses, was drawn in full the same date as of the agreement.

Further, on July 29, 2020, Kaleyra S.p.A. entered into a general unsecured loan agreement (the “Intesa Loan Agreement – Line 4”) with Intesa Sanpaolo S.p.A. for a total of $6.5 million (the loan was disbursed in Euros for an amount of €5.5 million at the July 29, 2020 exchange rate equal to 0.84801). The proceeds of the loan may be used for general corporate purposes, including to help accelerate the Company’s growth. The Intesa Loan Agreement – Line 4 has a maturity of 72 months from the date of disbursement and bears interest at a variable rate equal to the three-month Euribor plus a spread of 1.70%. The loan is to be repaid in 20 quarterly installments with a grace period for principal payments for the first 12 months. The loan is subject to financial covenants, in accordance with the terms and conditions set forth within the Intesa Loan Agreement – Line 4. The loan is guaranteed up to ninety percent of its principal amount by Mediocredito Centrale S.p.A., the Italian state-owned export credit finance agency, and is made pursuant to a program to address COVID-19 and the Italian Government’s support for Italian businesses, as stated within Article 13 of the Decree Law 23/2020 and conversion Law 40/2020, and obligations and representations included therein. The total amount of the loan, less amounts related to commissions, fees and expenses, was drawn in full the same date as of the agreement.

On October 7, 2020, Kaleyra S.p.A. received the approval by Intesa Sanpaolo S.p.A. to postpone payment of the amounts due under the existing Line 1 and Line 2 loans for an additional 3 months. As a result of this approval the Company will postpone the payments of approximately $404,000 beyond December 31, 2020. See Note 19 – Subsequent Events – for further details.

As of September 30, 2020, all of the available long-term facilities were drawn in full.

Interest expense on bank and other borrowings was $206,000 for the three months ended September 30, 2020 and $173,000 for the three months ended September 30, 2019, and $623,000 for the nine months ended September 30, 2020 and $366,000 for the nine months ended September 30, 2019.

As of September 30, 2020, the Company is obliged to make payments as follows (in thousands):

 

 

 

As of September 30, 2020

 

2020 (remaining three months)

 

$

2,247

 

2021

 

 

10,245

 

2022

 

 

10,866

 

2023

 

 

9,298

 

2024

 

 

4,706

 

2025 and thereafter

 

 

5,775

 

Total

 

$

43,137