Quarterly report pursuant to Section 13 or 15(d)

Loans

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Loans
 6 Months Ended
Jun. 30, 2024
Loans [Abstract]  
LOANS

NOTE 4 - LOANS:

 

a. As a result of the COVID pandemic, the US and Israeli governments offered different programs of financial aid. The Company participated in the following program:

 

On July 1, 2020, the Company received Economic Injury Disaster Loan (the “EIDL Loan”) from an American Bank under the Small Business Administration COVID19 Program in the total of $150. The loan bears interest of 3.75% per annum, the loan shall be repaid in 360 equal monthly payments starting January 1, 2023, unless forgiven per program regulations. As of June 30, 2024, the total loan balance outstanding was $148 (including $2 current maturities).

 

b. On December 9, 2020, the Company signed a new loan agreement with an Israeli based financial institution (“Migdalor”) for a loan of up to 20 million NIS (“New Israeli Shekel”) (an amount of $6,000). The Company received $3,000 on December 2020, and additional $2,000 in January 2021. The loan bears interest of 9.6% per annum. The interest shall first be paid in 12 payments starting February 1, 2021. Starting February 1, 2022, the loan principal and interest shall be repaid in 72 equal payments, plus a one-time interest payment after the 36th month.

 

As part of the loan agreement, the Company issued to Migdalor warrants to acquire common stock in the amount of $1,500.

 

In November 2021, the Company received additional funding in the amount of $1,000 from Migdalor. The loan bears interest of 9.6% per annum. Starting February 1, 2022, the loan principal and interest shall be repaid in 72 equal monthly payments, plus a onetime interest payment after the 24th month. The Company increased the value of the warrant issued to Migdalor to $1,800. Upon the consummation of the IPO, the Company converted all the above outstanding warrants issued to Migdalor into the Company’s common stock based on the contractual terms and conditions of the related warrant agreements.

 

The loan covenants (the “covenants”) include a debt to EBITDA minimum ratio or a coverage ratio of the loan by current assets.

 

On December 21, 2022, pursuant to the terms of the loan agreement, the Company deposited $2,000 to a Company-owned interest-bearing bank account, or the “designated account” (as defined in the agreement), to satisfy the required obligation associated with the loan agreement. An additional $2,000 was deposited in the designated account during the year ended December 31, 2023, which was classified in Restricted cash equivalents in the condensed Consolidated Balance Sheet.

 

As of June 30, 2024, the Company was in compliance with the covenants of the Migdalor loan.

 

In February 2024, the Company performed a partial early repayment of Migdalor Loan in the amount of 2 million NIS (approximately $550). During April and May 2024, the Company made an additional partial early repayment of Migdalor loan in the amount of 10.9 million NIS approximately $2,933). In May 2024, the Company signed an amendment to the agreement with Migdalor, pursuant to which the remaining $470 of the one-time interest payment which was originally due in January 2024 to Migdalor will be paid in 12 equal monthly payments bearing 9.6% interest from February 2024 till February 2025. In addition, the Company will issue Migdalor warrants to acquire common stock for up to $150 subject to the agreed upon formula. As of June 30, 2024, the total loan balance outstanding was 1.16 million NIS (approximately $308) which was paid in July 2024. The Company has also paid, during July 2024, a total amount of $196 (for the periods from February to June) of the one-time interest payment.

c. On January 15, 2024, the Subsidiary entered into a credit agreement with Bank Mizrahi-Tefahot. The Credit Agreement provides for a $1,500 credit facility available to be used by the Subsidiary (“New Credit Line”). Under the New Credit Line, which will be secured by the Subsidiary’s customer receivables, the Subsidiary will pay an annual fixed interest at a Federal SOFR rate plus 5.5% on any amount withdrawn under the New Credit Line. The New Credit Line, at an annual fixed interest rate of 1.5% for unused credit amount, expires on December 27, 2024, subject to extension.

 

Under the Credit Agreement, the Company is permitted to draw upon the New Credit Line for so long as the following conditions continue to be met:  

 

(a) Throughout the duration of the New Credit Line, the Company may present customer receivables and receive credit financing that does not exceed 80% of the aggregate amount of the open customer invoices securing the New Credit Facility; The credit financing is to be repaid within 90 days.

 

(b) Customer invoices are payable within 90 days from the date of the Company’s monthly report to the Lender; and

 

(c) No single customer of the Company may account for open customer invoices securing over 30% of the total borrowed amount under the New Credit Line.

 

The Credit Line will be examined every month and adjusted up to every three months, and repayment of the Credit Line will be made every three months if the company does not meet the conditions.

 

As of June 30, 2024, the Subsidiary was able to use, and used $1,045 of the credit line.