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Debt
12 Months Ended
Dec. 31, 2020
Debt  
Debt
9. Debt
 
 
Long-term debt consists of the following at:
December 31,
 
2020
December 31,
 
2019
Wells Fargo
 
term loans payable
$
16,390,000
$
FGI term loans payable
13,148,000
Leaf Capital term loan payable
152,000
KeyBank term loans payable
38,250,000
KeyBank revolving loan
12,008,000
Total
29,690,000
50,258,000
Less: deferred loan costs
(1,957,000)
(807,000)
Less: current portion
(2,535,000)
(49,451,000)
Long-term debt
$
25,198,000
$
Term Loans
 
 
Wells Fargo Term Loans
 
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 term loans (the “WF Term Loans”) in
the maximum aggregate principal amount of $18,500,000 ($16,790,000 of which was advanced to the Company on October 28,
2020).
 
The proceeds
 
from the
 
WF Term Loans
 
were used
 
to pay
 
off the
 
Company’s existing
 
outstanding indebtedness
 
with
KeyBank National Association, and to pay certain fees and expenses associated with the financing.
 
 
At the option of the Company, the WF Term Loans bears interest at a per annum rate equal to LIBOR plus a margin of 300 basis
points or base rate plus a margin of 200 basis points. LIBOR rate means the greater of (a) 0.75% per annum and (b) the per
annum published LIBOR rate for interest periods of one, three or six months as chosen by the Company. Base rate is the greater
of (a) 1.0% per annum, (b) the Federal Funds Rate plus 0.5%, (c) LIBOR Rate plus 100 basis or (d) prime rate. The weighted
average interest rate was 3.77% as of December 31, 2020.
 
 
 
The WF Term Loans are to be repaid in monthly installments of $200,000 plus interest, with the remaining outstanding balance
due on November 30, 2024, subject to certain optional and mandatory repayment terms. The Company’s obligations under the
WF Term 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.
 
 
 
The WF Term Loans contains reporting, indebtedness, and financial covenants.
 
The Company is in compliance with its covenants
as of December 31, 2020.
 
 
 
Voluntary prepayments of amounts outstanding under the WF Term Loans are permitted at any time without premium or penalty.
To the extent applicable, LIBOR breakage fees may be charged in connection with any prepayment.
 
 
FGI Equipment Finance LLC Term Loan
 
On October 20, 2020, the Company entered into a Master Security Agreement and a Promissory Note, among FGI Equipment
Finance LLC, (“FGI”) the Company as debtor, and each of Core Composites Corporation, a subsidiary of the Company organized
in Delaware, and CC HPM, S. de R.L. de C.V., a subsidiary of the Company organized in Mexico, as guarantors, a term loan in
the principal amount of $13,200,000 (the “FGI Term Loan”).
 
On October 27, 2020, FGI advanced to
 
the Company $
12,000,000
which proceeds were used to pay off the Company’s existing
 
outstanding indebtedness with KeyBank National Association, and
to pay certain
 
fees and expenses
 
associated with the
 
transactions, and $
1,200,000
 
which proceeds were used
 
to fund a
 
security
deposit to be held
 
by FGI.
Interest on the FGI Term Loan is a fixed rate of 8.25% and is payable monthly.
 
The Company notes
that the security deposit of $
1,200,000
 
is located in prepaid expenses and other current assets on the balance sheet.
 
 
Following the advance of funds by FGI, the FGI Term Loans are to be repaid in monthly principal and interest installments of
$117,000 for the first 12 months, $246,000 for the subsequent 59 months and $1,446,000 due on October 31, 2026, subject to
certain optional and mandatory repayment terms.
 
The Company’s
 
obligations under the Master Security
 
Agreement are secured
by certain machinery and equipment of the guarantors located in Mexico, and real property of Core composites de Mexico, S. de
R.L. de C.V., also a subsidiary of the Company organized in Mexico,
 
located in Matamoros, Mexico.
 
 
 
The Company may prepay in full or in part (but not less than the amount equal to 20% of the original principal amount of the
loan) outstanding amounts before they are due on any scheduled Payment Date upon at least thirty (30) days’ prior written notice.
The Company will pay a “Prepayment Fee” in an amount equal to an additional sum equal to the following percentage of the
principal amount to be prepaid for prepayments occurring in the indicated period: four percent (4.0%) (for prepayments occurring
prior to the first anniversary of the Loan); three percent (3.0%) (for prepayments occurring on and thereafter and prior to the
second anniversary of the Loan); two percent (2.0%) (for prepayments occurring on and thereafter and prior to the third
anniversary of the Loan ); and one percent (1.0%) (for prepayments occurring any time thereafter).
 
 
 
Leaf Capital Funding
 
On April 24, 2020 the Company entered into a finance agreement with Leaf Capital Funding of $175,000 for equipment. The
parties agreed to a fixed interest rate of 5.5% and a term of 60 months.
 
The amount
 
outstanding at
 
December 31,
 
2020 was
$
152,000
 
of which, $
120,000
 
was classified as long-term debt.
 
 
Revolving Loans
 
 
Wells Fargo Revolving Loan
 
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 a revolving loan commitment (the “WF Revolving
Loan”) of $25,000,000 ($8,745,000 of which was advanced to the Company on October 28, 2020).
 
The proceeds from
 
the WF
Revolving Loan were used to pay off the Company’s existing outstanding indebtedness with KeyBank National Association, and
to pay certain fees and expenses associated with the financing.
 
 
The Credit Agreement also makes available to the Company an incremental revolving commitment in the maximum amount of
$10,000,000 at the Company’s option at any time during the three (3) year period following the closing.
 
 
The borrowing availability under the line of credit is the lesser of (a) the loan commitment of $25,000,000 or (b) the sum of 90%
of eligible investment grade accounts receivable, 85% of non-investment grade eligible accounts receivable and 65% of eligible
inventory.
 
 
 
At the option of the Company, the WF Revolving Loan bears interest at a per annum rate equal to LIBOR plus a margin of 200
to 250 basis points or base rate plus a margin of 100 to 150 basis points, with the margin rate being based on the excess availability
amount under the line of credit. LIBOR rate means the greater of (a) 0.75% per annum and (b) the per annum published LIBOR
rate for interest periods of one, three or six months as chosen by the Company. Base rate is the greater of (a) 1.0% per annum,
(b) the Federal Funds Rate plus 0.5%, (c) LIBOR Rate plus 100 basis and (d) prime rate. The weighted average interest rate was
4.75% as of December 31, 2020.
 
 
The WF Revolving Loan commitment terminates, and all outstanding borrowings thereunder must be repaid, by November 30,
2024.
 
The Company
 
has available
 
$
19,223,000
 
of available
 
rate revolving
 
loans of
 
which
 
$
420,000
 
is outstanding
 
as
of
 
December
 
31, 2020.
 
 
The WF Revolving Loan contains the same covenants as the WF Term Loans.
 
 
 
Wells Fargo Bank will issue up to $
2,000,000
 
of Letters of Credit in accordance with the terms of the Credit
 
Agreement upon the
Company’s request. As of December 31, 2020, the Company
 
had one Letter of Credit outstanding for $
160,000
.
 
 
 
In conjunction with the October debt refinancing, the Company incurred
 
debt origination fees of $
1,730,000
 
related to the Wells
Fargo financing,
 
which is
 
being amortized
 
over the
 
life of
 
the Credit
 
Agreement,
 
which expires
 
on November
 
30, 2024.
 
In
addition, the Company incurred
 
debt origination fees of $
308,000
 
related to the FGI Term Loan,
 
which is being amortized over
the life of
 
the FGI Term
 
Loan, which expires
 
on October 31,
 
2026.
 
The aggregate unamortized
 
deferred financing fees
 
as of
December 31, 2020 totaled $
1,957,000
.
Annual maturities of long-term debt are as follows:
2021
$
3,019,000
2022
4,428,000
2023
4,601,000
2024
11,585,000
2025 and thereafter
6,057,000
Total
$
29,690,000
KeyBank Loan
 
 
On December 31, 2019, the
 
Company had a term
 
loan and revolving loan balance
 
of $
38,250,000
 
and $
12,008,000
 
with KeyBank
National Association, respectively. The Company’s term loan and revolving loan had variable interest rates of
6.30
% and
6.04
%,
respectively at December
 
31, 2019. On
 
November 22, 2019
 
the Company entered
 
into a forbearance
 
agreement with KeyBank
and on
 
October 27,
 
2020 the
 
Company fully
 
repaid all
 
outstanding amounts.
 
As a
 
result of
 
the forbearance
 
agreement not
extending beyond a year, the Company’s remaining long-term debt balance was classified as a current liability in the Company’s
consolidated balance sheet as of December 31, 2019.
 
 
Interest Rate Swaps
 
 
The Company
 
entered into
two
 
interest rate
 
swap agreements
 
that became
 
effective January
 
18, 2018,
one
 
of which
 
was
designated as a cash flow
 
hedge for $
25,000,000
 
and the other designated as
 
a cash flow hedge for
 
$
10,000,000
 
to the Company’s
subsidiary. Under these agreements, the
 
Company paid a fixed rate
 
of
 
2.49
%
 
to the counterparty and
 
received a
30 day LIBOR
 
for
both cash flow
 
hedges. Concurrent
 
with the closing
 
of the
KeyBank credit agreement
, the
 
Company settled
 
both outstanding
interest rate swaps, which
 
resulted in a loss
 
and cash outflow of
 
$
1,253,000
. These results were categorized
 
as
interest expense
and operating activities in the Statement
 
of Operations and Statement of
 
Cash Flow, respectively. Due to the
 
settlement, the fair
value of the interest rate swaps was $0
 
at
 
December
 
31, 2020 compared to a liability of $
706,000
 
at December 31, 2019.
 
 
Bank Covenants
 
 
The Company is
 
required to meet
 
certain financial
 
covenants included in
 
the Credit Agreement with
 
respect to fixed
 
coverage
charge ratio.
 
The following
 
table presents
 
the financial
 
covenants specified
 
in the
 
Credit Agreement and
 
the actual
 
covenant
calculations as of December 31, 2020:
Financial Covenants
Actual Covenants as of
December 31, 2020
Fixed Charge Coverage Ratio
Minimum 1.10
2.6