Annual report pursuant to Section 13 and 15(d)

Short-Term Bank Debt and Long-Term Debt

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Short-Term Bank Debt and Long-Term Debt
12 Months Ended
Dec. 31, 2019
Debt Disclosure [Abstract]  
Short-Term Bank Debt and Long-Term Debt

NOTE 12 – SHORT-TERM BANK DEBT AND LONG-TERM DEBT

 

    December 31,  
    2018     2019  
             
Short-term bank debt bearing interest at 17% per annum   $ -     $ 685  
Current maturities of long-term debt             2,688  
Convertible note payable   $ -     $ 5,000  
Long term debt – less current maturities   $ -     $ 26,515  

 

Convertible notes payable

 

In connection with the Transactions, the Company issued the Notes to the Investors in the aggregate principal amount of $5,000 at the closing of the Transactions. The Notes bear interest at 10% per annum, will mature on September 30, 2020 and may be prepaid in full subject to a prepayment premium. The principal amount of, and accrued interest through the maturity date on, the Notes will convert automatically into Series A Preferred Stock at the original issuance price thereof of $1,000.00 per share upon approval by the Company’s stockholders in accordance with Nasdaq rules.

 

Long term debt

 

In connection with the Transactions, PowerFleet Israel incurred $30,000 in term loan borrowings on the Closing Date under the Credit Agreement, pursuant to which Hapoalim agreed to provide PowerFleet Israel with two senior secured term loan facilities in an aggregate principal amount of $30,000 (comprised of two facilities in the aggregate principal amount of $20,000 and $10,000, respectively (the “Term A Facility” and “Term B Facility”, respectively, and collectively, the “Term Facilities”)) and a five-year revolving credit facility (the “Revolving Facility”) to Pointer in an aggregate principal amount of $10,000 (collectively, the “Credit Facilities”). On the first anniversary of the Closing Date, the Company will be required to deposit in a separate restricted deposit account the Israeli shekel (“NIS”) equivalent of $3,000. As of December 31, 2019, no amounts were outstanding under the revolving credit facility.

 

The Credit Facilities will mature on the date that is five years from the Closing Date. The indicative interest rate provided for the Term Facilities in the Credit Agreement is approximately 4.73% for the Term A Facility and 5.89% for the Term B Facility. The interest rate for the Revolving Facility is, with respect to NIS-denominated loans, Hapoalim’s prime rate + 2.5%, and with respect to US dollar-denominated loans, LIBOR + 4.6%. In addition, the Company pays a 1% commitment fee on the unutilized and uncancelled availability under the Revolving Facility. The Credit Facilities are secured by the shares held by PowerFleet Israel in Pointer and by Pointer over all of its assets. The Credit Agreement includes customary representations, warranties, affirmative covenants, negative covenants (including the following financial covenants, tested quarterly: Pointer’s net debt to EBITDA; Pointer’s net debt to working capital; minimum equity of PowerFleet Israel; PowerFleet Israel equity to total assets; PowerFleet Israel net debt to EBITDA; and Pointer EBITDA to current payments and events of default. The Company is in compliance with the covenants as of December 31, 2019.

 

In connection with the Credit Facilities, the Company incurred debt issuance costs of $742. For the year ended December 31, 2019, amortization of the debt issuance costs was $18. The Company recorded charges of $379 to interest expense on its consolidated statements of operations for each of the years ended December 31, 2019 and 2018, related to interest expense and amortization of debt issuance costs associated with the Credit Facilities.

 

Scheduled maturities of the Term A and Term B facilities as of December 31, 2019 are as follows:

 

Year ending December 31:      
       
2020   $ 2,688  
2021     5,009  
2022     5,375  
2023     4,520  
2024     11,611  
         
      29,203  
Less: Current portion     2,688  
Total   $ 26,515  

 

The Term B Facility is not subject to amortization over the life of the loan and instead the original principal amount is to be due in one installment on the fifth anniversary of the date of the consummation of the Transactions.