XML 22 R15.htm IDEA: XBRL DOCUMENT v3.20.2
Subsequent Event
9 Months Ended
Sep. 30, 2020
Subsequent Events [Abstract]  
Subsequent Events [Text Block]
16.
 
SUBSEQUENT EVENTS
 
Credit Refinancing
 
 
On
October 27, 2020
, the Company entered into a Credit Agreement (the “Credit Agreement”) with Wells Fargo Bank, National
Association, as administrative
 
agent, lead arranger
 
and book runner,
 
and the lenders
 
party thereto (the
 
“Lenders”). Pursuant to
the terms of the
 
Credit Agreement, the Lenders made
 
available to the Company
 
secured loans (the “
 
Wells Fargo Loans
 
”) in the
maximum aggregate principal
 
amount of $
43,500,000
, consisting of
 
(i) a revolving
 
loan commitment of
 
$
25,000,000
(approximately $
8,745,000
 
of which was
 
advanced to
 
the Company on
 
October 28,
 
2020) and (ii)
 
term loan commitments
 
of
$
18,500,000
 
($
16,790,000
 
of which was
 
advanced to
 
the Company
 
on October
 
28, 2020).
 
Such revolving
 
loan commitment
terminates, and all outstanding borrowings thereunder must be repaid, on
October 27, 2024
, and such term loans are to be repaid
in
monthly
 
installments with the remaining outstanding balance due on
October 27, 2024
, in each case subject to certain optional
and mandatory repayment
 
terms.
 
The Company’s
 
obligations under
 
the Credit Agreement
 
and the Loans
 
are unconditionally
guaranteed by each
 
of the Company’s U.S. and
 
Canadian subsidiaries, with such
 
obligations of the Company
 
and such subsidiaries
being secured by a lien on substantially
 
all of their U.S. and Canadian assets.
 
Interest is payable monthly and is based
 
on either
LIBOR Rate or
 
Base Rate, as
 
defined by the
 
Credit Agreement, at the
 
discretion of the
 
Company. As of October
 
28, 2020, the
revolving loan was based on the
Base Rate
 
resulting in a rate of
4.75
% and the term loan was based on the
LIBOR Rate
 
resulting
in a rate of
3.75
%.
 
 
In connection
 
with the funding of the Wells Fargo Loans, FGI Equipment Finance LLC advanced to the Company, pursuant to a
Master Security Agreement, dated as of
October 27, 2020
 
(the “Security Agreement”), among FGI Equipment Finance LLC, the
Company as debtor,
 
and each of Core
 
Composites Corporation and
 
CC HPM, S. de
 
R.L. de C.V.
 
as a guarantor,
 
a term loan in
the principal
 
amount of
 
$
13,200,000
 
(the “FGIEF
 
Loan”), which
 
loan is
 
secured by
 
certain assets
 
of the
 
Company and
 
the
guarantors located in Mexico.
 
Interest is payable
monthly
 
at a fixed rate of
8.25
%.
 
 
The proceeds of the Wells Fargo Loans and the FGIEF Loans were
 
used in part to repay all existing outstanding indebtedness
 
of
the Company owing
 
to KeyBank
 
National Association, and
 
to pay certain
 
fees and expenses
 
associated with
 
the transactions
contemplated by the
 
Credit Agreement and the
 
Security Agreement, and will
 
be used to
 
finance the ongoing
 
general corporate
needs of the Company.
 
 
Concurrent with the closing of the Credit
 
Agreement and the Master Security Agreement, the Company settled both
 
outstanding
interest rate swaps, which resulted in a loss
 
and cash outflow of $
1,253,000
, recorded in interest expense and operating activities,
respectively. The
 
Company also
 
recorded losses
 
of $
605,000
 
from writing
 
off outstanding
 
deferred loan
 
costs related
 
to the
Amended A/R Credit Agreement.
 
 
Facility Closure
 
On November 5, 2020 the Company announced it will close the manufacturing facility located in Batavia, Ohio in 2021. The
Company has begun working with customers to relocate the business into other Core locations or to third parties.
 
Revenue from
the facility accounts for less than
5
% of the Company's total revenues and the Company anticipates
 
approximately half of those
revenues will transition to other Core locations. The Company anticipates shutdown
 
costs to consist of severance cost, moving
and production testing and recertification costs and asset impairment
 
charges. Management has determined the costs related
 
to
the closure of the manufacturing facility located in Batavia, Ohio to
 
be immaterial to the Company’s
 
consolidated financial
statements.