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Debt
6 Months Ended
Jun. 30, 2022
Debt Disclosure [Abstract]  
Debt
10.
Debt

Long-term Debt

Long-term debt balances and associated interest rates and maturities are as follows:

 

 

June 30,
2022

 

 

December 31,
2021

 

Note payable with quarterly principal and interest payments of $8,250 per quarter, with fixed interest of 5.44% and maturity September 10, 2026

 

$

374,888

 

 

$

413,574

 

Note payable with quarterly principal and interest payments of $56,548 per quarter, with fixed interest of 4.89% and maturity March 20, 2025

 

 

578,686

 

 

 

675,836

 

Note payable with quarterly principal and interest payments of $30,917 per quarter, with fixed interest of 6.94% and maturity August 12, 2024

 

 

233,908

 

 

 

286,255

 

Note payable with quarterly principal and interest payments of $30,917 per quarter, with fixed interest of 6.94% and maturity July 15, 2023

 

 

146,850

 

 

 

202,142

 

 

 

 

1,334,332

 

 

 

1,577,807

 

Less: Current portion of long-term debt

 

 

(508,844

)

 

 

(494,173

)

Long-term debt, net of current portion

 

$

825,488

 

 

$

1,083,634

 

The notes payable were issued in connection with various equipment purchases. The notes are collateralized by the original purchased equipment which had an aggregate net book value of $1.7 million as of June 30, 2022.

Loan Agreement

On April 8, 2022, the Company entered into a Loan Agreement with Bank of America, N.A. (Loan Agreement), with an effective date of March 31, 2022. Under the terms of the Loan Agreement, Bank of America N.A. (BofA) provided a revolving line of credit to the Company in the amount of $15.0 million (the Line of Credit). Under the Loan Agreement, the Company may repay principal amounts and reborrow them as necessary until March 31, 2027 (the Expiration Date). Outstanding borrowings under the Loan Agreement will be subject to interest at a rate equal to the Bloomberg Short-Term Bank Yield Index rate (BSBY), plus 1.50%, adjusted on the first day of each month (the Adjustment Date). Interest is calculated on the basis of a 360-day year and the actual number of days elapsed. The Company agreed to pay interest on any outstanding borrowings beginning April 30, 2022, and then on the same day of each month thereafter, until all principal outstanding is repaid under the Loan Agreement. Should the first day of a calendar month fall on a day that is not a banking day, then the Adjustment Date shall be the first banking day immediately following thereafter. The Line of Credit is subject to an Unused Commitment Fee equal to 0.2% per year. The Unused Commitment Fee was due on May 1, 2022, and on the same day each following quarter until the expiration of the Loan Agreement.

As a sub-facility under the Line of Credit, the Lender has provided up to $6.0 million in commercial and standby letters of credit (the Letters of Credit). Any outstanding and undrawn Letters of Credit shall be reserved under the Line of Credit and such amount shall not be available for borrowings. Letters of Credit issued under the Loan Agreement are subject to BofA’s customary issuance, presentation, amendment and other processing fees and other standard costs and charges.

All borrowings under the Loan Agreement are guaranteed by Thorne Research, Inc., a subsidiary of the Company, and secured by substantially all personal property of the Company, including depository accounts, receivables, inventory, equipment, general intangibles and other unencumbered assets.

Upon the occurrence of any default, all outstanding and unpaid amounts, including unpaid interest, fees, or costs will bear interest at a rate equal the then effective interest rate, plus 6.0%.

The Loan Agreement is subject to customary covenants, including the following financial covenants:

i.
Consolidated Total Leverage to EBITDA Ratio: The Company has agreed to maintain a consolidated Funded Debt to EBITDA not exceeding 2.5:1.0. Funded Debt is defined as all outstanding liabilities for borrowed money (including any outstanding Letters of Credit) and other interest-bearing liabilities, including current and long-term debt, less the non-current portion of Subordinated Liabilities. Funded Debt shall not include operating lease liabilities.
ii.
Consolidated Fixed Charge Coverage Ratio: The Company has agreed to maintain a consolidated Fixed Charge Coverage Ratio of at least 1.25:1.0. Consolidated Fixed Charge Coverage Ratio is defined as the ratio of (a) consolidated EBITDA, less the amount of unfinanced capital expenditures, plus rental expense for such period, to (b) the sum of Federal/state/local taxes, interest expense, lease expense, rent expense, the current portion of long term debt, the current portion of finance lease obligations and any Restricted Payments incurred or made during the period.

As of June 30, 2022, the Company has not drawn any amounts or initiated any borrowings and the full $15.0 million is available under the Loan Agreement.

Credit Facilities

On February 12, 2021, the Company entered into the 2021 Credit Agreement to refinance and replace the 2020 Credit Agreement, entered into on February 14, 2020.

On October 4, 2021, the Company repaid the $20.0 million of outstanding borrowings under the 2021 Credit Agreement, plus interest accrued and unpaid on the loan through the date of repayment. Upon repayment, the 2021 Credit Agreement was terminated. The Company incurred incremental fees related to the payoff totaling $7 thousand.

The 2021 Credit Agreement was guaranteed by two significant Company stockholders, Kirin and Mitsui. Each stockholder guaranteed 50% of the total amount of the loan, or $10.0 million.

Under the respective 2021 Fee Letters, the Company has agreed to reimburse Mitsui and/or Kirin in cash for any amounts that Mitsui and/or Kirin pays under its respective guarantee of the 2021 Credit Agreement. However, if the Company is unable to reimburse such amounts wholly or partially to Mitsui and/or Kirin, then the Company and Mitsui and/or Kirin may agree to deem such unreimbursed amounts to be made for the Company’s benefit in consideration for its debt or equity securities on terms reasonably satisfactory to Mitsui and/or Kirin and the Company.

The guarantee fee during the period of February 14, 2020 through February 13, 2021 was calculated as 2.00% of the outstanding borrowings under the Credit Agreements, to be paid by the borrower on an annual basis. Beginning February 12, 2021, the guarantee fee was calculated as 1.20% of the outstanding borrowings under the Credit Agreements. During the three and six months ended June 30, 2021, the Company recorded $0.1 million and $0.2 million, respectively, of related expense, which are included within guarantee fees in the condensed consolidated statements of operations. Upon repayment of the outstanding borrowings under the 2021 Credit Agreement, the related Kirin and Mitsui guarantees were released and terminated.

Standby Letter of Credit

In 2018, an irrevocable standby letter of credit was issued by a bank on the Company’s behalf as required by the landlord of the South Carolina production facility and guarantees were issued by related parties. The standby letter of credit was for $4.9 million and had an original expiration date of December 3, 2019, with automatic renewals until October 31, 2037. The standby letter of credit is guaranteed 50% by Kirin and Mitsui, to whom the Company pays an annual guarantee fee. Under the respective 2018 Fee Letters, the guarantee fee is based on the 12-month USD LIBOR rate, plus 3% on the amount of the guarantee. The letter of credit has an annual fee of $20 thousand.

On October 29, 2021, the Company deposited $4.9 million into a restricted interest-bearing account with SMBC to fund the standby letter of credit and release the guarantees provided by Kirin and Mitsui. During the three and six months ended June 30, 2021, the Company incurred total guarantee fee expense for the standby letter of credit of $41 thousand and $0.1 million, respectively, which has been included in guarantee fees in the condensed consolidated statements of operations.