Annual report pursuant to Section 13 and 15(d)

Note 6 - Debt and Capital Leases

v3.19.1
Note 6 - Debt and Capital Leases
12 Months Ended
Dec. 30, 2018
Notes to Financial Statements  
Debt Disclosure [Text Block]
6
.
Debt and capital leases
 
(a) Revolving credit and long-term debt facilities 
  
The Company borrows money under an Amended and Restated Revolving Credit and Security Agreement with PNC Bank, National Association (“PNC”) which governs the PNC Revolving Credit Facility (“PNC Facility”). The PNC Facility has a term ending on
November 8, 2023.
Advances made under the PNC Revolving Credit Facility bear interest at the U.S. base rate plus a grid ranging from
0.50%
to
1.00%
or
1,
2
or
3
-month fully-absorbed PNC LIBOR plus a grid ranging from
1.50%
to
2.00%.
The base commercial lending rate should approximate U.S. prime rate.  
 
The Company also borrows money under a Financing Agreement with TCW Asset Management Company, LLC, as collateral agent, and lenders from time to time party thereto (collectively, “TCW”), which governs a term loan A facility (“Term A Loan Facility”) and a term loan B facility (“Term Loan B Facility” and, together with the Term Loan A Facility, the “TCW Facilities” and, together with the PNC Facility, the “Credit Facilities”). The TCW Facilities mature on the earlier of
November 8, 2023 (
the “Maturity Date”). The Term Loan A Facility bears interest, as selected by the Company at the time of borrowing, at the base rate plus
5.00%.The
Term Loan B Facility bears interest, as selected by the Company at the time of borrowing, at the base rate plus
8.50%
or LIBOR plus
10.50%.
The base rate should approximate U.S. prime rate. Payments made under the Term Loan A Facility at any time prior to the Maturity Date (other than scheduled amortization payments and mandatory prepayments) are subject to an applicable premium equal to the amount of such payment multiplied by (i)
3.00%
in the event that such payment occurs before the
first
anniversary of the closing date, (ii)
2.00%
in the event that such payment occurs after the
first
anniversary of the closing date and on or before the
second
anniversary of the closing date and (iii)
1.00%
in the event that such payment occurs after the
second
anniversary of the closing date and on or before the
third
anniversary of the closing date.
No
such applicable premium is payable for any payment of loans made under the Term Loan A Facility occurring after the
third
anniversary of the Closing Date.
 
As at
December 30, 2018,
the funds available to borrow under the PNC Revolving Credit Facility after deducting the current borrowing base conditions was
$13,974
(
December 31, 2017 -
$5,295
). The maximum amount of funds that could be available under the PNC Revolving Credit Facility is
$45,000.
However, availability under the PNC Revolving Credit Facility is subject to certain conditions, including borrowing base conditions based on eligible inventory and accounts receivable, and certain conditions as determined by PNC. The Company is required to use a “lock-box” arrangement for the PNC Revolving Credit Facility, whereby remittances from customers are swept daily to reduce the borrowings under this facility.
 
At
December 30, 2018, $25,020 
December 31, 2017 -
$12,191
) was outstanding under the PNC Revolving Credit Facility and is classified as a current liability based on the requirement to hold a “lock-box” under the terms of the PNC Revolving Credit Facility.
 
At
December 30, 2018,
$Nil
(
December 31, 2017,
$8,000
) was outstanding under the PNC Long-Term Debt Facility as this was repaid in full at the Acquisition Date. Included in interest expense in the consolidated statement of net loss and comprehensive loss is the write down of
$104
related to the deferred financing fees associated with the extinguished revolving credit facility.
 
At
December 30, 2018,
$50,000
(
December 31, 2017 -
$Nil
) was outstanding under the TCW Term Loan A Facility and
$12,000
under the TCW Term Loan B Facility (
December 31, 2017 -
$Nil
). The TCW Term Loan Facilities are reported on the consolidated balance sheet net of deferred financing fees of
$2,749
and a discount on debt of
$1,843
related to the outstanding warrants described below.
 
The Credit Facilities are a joint and several obligations of the Company and its subsidiaries that are borrowers under the facilities and are jointly and severally guaranteed by other subsidiaries of the Company. Repayment under the PNC Facility and TCW Facilities are collateralized by the assets of the Company and each of its subsidiaries.
 
 
(b) Covenants
  
The Credit Facilities contain certain financial and non-financial covenants. The financial covenants require the Company to maintain a Fixed Charge Coverage Ratio, a Total Leverage Ratio, and a Senior Leverage Ratio quarterly during the term of the Credit Facilities.
 
The Company is in compliance with the financial covenants included in the Credit Facilities as at
December 30, 2018.
 
 
(c) Warrant liability
 
On
November 8, 2018,
504,735
warrants were issued to TCW and outstanding as at
December 30, 2018. 
These warrants are exercisable on a cashless basis, or an exercise price of
$0.01.
  The Company has initially recorded the value of the warrants as a warrant liability with a corresponding discount on the long term debt in the amount of
$1,898.
  The fair value has been assessed at
$3.98
per unit or
$2,009
as at
December 30, 2018. 
The warrants are exercisable at
December 30, 2018. 
The fair value of the warrant obligation is presented as a warrant liability on the consolidated balance sheet with changes to the fair value recorded each reporting period as either a gain or a loss in the consolidated statement of operations and comprehensive loss in selling, general and administrative expenses.
 
(c) Obligations under capital leases
 
Minimum lease payments for capital leases due within each of the next
five
years and thereafter consist of the following:
 
2019
   
2,417
 
2020
   
1,953
 
2021
   
1,633
 
2022
   
1,291
 
2023
   
1,229
 
2024 and thereafter
   
7,637
 
Total minimum lease payments
   
16,160
 
Amount representing interest of 6%
   
(4,666
)
Present value of lease payments
   
11,494
 
Current portion of capital lease obligations
   
1,547
 
Long term capital lease obligations
  $
9,947