32
loans in an
aggregate principal
amount of up
to $13,000,000
from the Lenders,
(iii) the
Company obtained
a Letter of
Credit
Commitment of $250,000, of which $160,000 has been issued and (iv) the Company repaid the outstanding term loan balance of
$6,750,000. The A/R Credit Agreement is secured by a guarantee of each U.S. and Canadian subsidiary of the
Company, and by
a lien on substantially all of the present
and future assets of the Company and its
U.S. and Canadian subsidiaries, except that only
65% of the stock issued by Corecomposites de Mexico, S. de
R.L. de C.V. has been pledged.
Concurrent with the
closing of
the A/R Credit
Agreement the Company
borrowed the
$32,000,000 term
loan and
$2,000,000
from the U.S. Revolving
Loan and the Subsidiary borrowed
the $13,000,000 term loan
and $2,500,000 from revolving
loans to
provide $49,500,000 of funding for
the acquisition of Horizon Plastics.
Interest is payable monthly at
one month LIBOR plus a
basis point margin of 700 basis points with a LIBOR floor of 100
basis points.
During 2019, the Company and the Lenders acknowledged and confirmed that an event of default occurred under the A/R Credit
Agreement resulting from
the Borrowers failure
to maintain the
required Fixed Charge
Coverage Ratio (as
defined in the
A/R
Credit Agreement).
On November 22,
2019, the Company and
the Lenders entered
into a forbearance agreement
(the
"Forbearance Agreement"),
which was amended twice, first on March
13, 2020 agreement (the "Amended Forbearance
Agreement") and then on May 29, 2020 (the “Second Amended Forbearance Agreement”).
The Second Amended Forbearance Agreement
provided that the Company and the Lenders agreed to modify certain terms of the
Amended Forbearance
Agreement and
extend the
Forbearance Agreement
through September
30, 2020.
The modifications
include (1) that the Company will maintain liquidity of not less than $5,000,000, to be measured twice monthly, on every second
and fourth Friday of each month
during the forbearance period, (2)
the Company shall maintain minimum year-to-date
earnings
before income
tax, depreciation
and amortization
(“YTD-EBITDA”) of
not less
than $5,000,000,
measured upon delivery
of
Company’s July
2020 financial statements
and also upon delivery
of Company’s
August 2020 financial
statements, with YTD-
EBITDA determined based on
consolidated EBITDA,
(3) a change
of interest rate
to LIBOR rate
plus 700 basis
points with a
LIBOR floor of
100 basis points,
(4) on or
before July 15,
2020 the Borrowers
shall have obtained
executed term sheets
from
involved parties and/or lenders, (5) on or before September 30, 2020, the Borrowers shall have closed on a new capital structure,
(6) forbearing compliance with the leverage covenant
and fixed charge covenant through September
30, 2020, and (7)
implementation of a capital expenditure spend limit of $3,000,000
for the nine months ended September 30, 2020.
The Company has unblocked
maximum availability of
$20,000,000 of variable
rate revolving loans of
which $0 is outstanding
as of September 30, 2020.
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 550 basis point and a term of 60 months. The amount outstanding at September 30, 2020
was $160,000 of which, $127,000 was classified as long term debt.
On October 27, 2020, the Company entered into
the Refinancing Agreements, as defined in
Note 2, “Critical Accounting Policies
and Estimates”, and repaid
all of its obligations under
the A/R Credit Agreement. Management believes that existing
cash, cash
flow from
operating activities
and available
borrowings under
the Refinancing
Agreements will
be sufficient
to meet
the
Company’s liquidity
needs for
the next 12
months. Based on
the Company
’s forecasts,
which are based
on industry analysts’
estimates of heavy and medium-duty truck production volumes, customers' forecasts, as well as other assumptions,
management
believes that the Company will be able to maintain compliance with its financial covenants for
the next 12 months.
If a material
adverse change in
the financial position
of the Company
should occur, or
if actual sales or
expenses are substantially
different
than what has been forecasted, the
Company’s liquidity and ability to obtain further financing to
fund future operating and capital
requirements could be negatively impacted.
Off-Balance Sheet Arrangements
The Company did not have any significant off-balance sheet
arrangements as of September 30, 2020 or December 31, 2019.