Annual report pursuant to Section 13 and 15(d)

Note 4 - Debt and Capital Leases

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Note 4 - Debt and Capital Leases
12 Months Ended
Dec. 30, 2012
Debt Disclosure [Text Block]
4.
Debt and capital leases

(a) Revolving credit facility

On September 22, 2011, the Company signed a Revolving Credit and Security Agreement with PNC Bank, National Association and its Canadian branch (collectively, “PNC”). This revolving credit facility, in both the United States and Canada (collectively, the “PNC Facility”), has a term of three years expiring in September, 2014.  Advances made under the PNC Facility bear interest at the base commercial lending rate of PNC in the United States plus one quarter of one percent, and the base commercial lending rate in Canada. The base commercial lending rate of each respective country of borrowing, should approximate prime rate. The previous revolving loan agreement with Wells Fargo Capital Finance Corporation (“Wells Fargo”) was repaid on September 22, 2011.

At December 30, 2012, $12,896 was outstanding under the facility and is classified as a current liability based on the terms of the PNC Facility, as discussed further below (January 1, 2012 - $12,454 was outstanding under the facility and is classified as a current liability, as restated (note 4(b)). At December 30, 2012 there was a Canadian dollar denominated debt balance of $1,245. At January 1, 2012, there was a Canadian dollar denominated debt balance of $1,312.

The maximum amount of funds available under the PNC Facility is $45 million. Availability under the revolving credit facility is subject to certain conditions, including borrowing base conditions based on the eligible inventory and accounts receivable, and certain conditions which are not objectively determinable.  The Company is required to use a “lock-box” arrangement for the PNC Facility, whereby remittances from customers are swept daily to reduce the borrowings under the revolving credit facility.

The PNC Facility is jointly and severally guaranteed by the Company and secured by the assets and capital stock of each of the Company’s subsidiaries and its future subsidiaries.

The PNC agreement contains certain financial and non-financial covenants (note 4(d)).

(b) Restatement of January 1, 2012 classification of revolving credit facility

In the consolidated financial statements for the period ended January 1, 2012 as previously reported, the amount outstanding under the PNC Facility was classified on the consolidated balance sheet as at January 1, 2012 as long-term debt.  Upon further review of the terms of the PNC Facility in 2012, the Company determined that the provision of future advances by PNC under the PNC facility is subject to certain conditions which are not objectively determinable and, considering the “lock-box” arrangement (note 4(a)), the Company concluded that the borrowings under the PNC Facility should be classified as a current liability.  The consolidated balance sheet as at January 1, 2012 has been restated to correct the balance sheet classification of the PNC facility, resulting in an increase in total current liabilities of $12,454 and a corresponding decrease in Long-term debt as at January 1, 2012 from the amounts previously reported.

(c) Term facility

The following table shows the classification of the term facility as at:

   
December 30,
2012
   
January 1,
2012
 
             
Term facility
  $ 4,631     $ 6,793  
                 
Less: Current portion of long-term debt
    (4,631 )     (4,014 )
                 
Long-term debt
  $ -     $ 2,779  

The Company has a term debt facility with Export Development Canada expiring in October, 2013 (“EDC”, and the “EDC Facility”).  Remaining principal repayments of the term loan to EDC consist of four quarterly installments of $1,158 until the maturity date of October 13, 2013. The EDC Facility bears interest at LIBOR plus 2.5% to 3.5% depending on the achievement of financial performance levels as specified in the amended debt agreement.

The EDC Facility is jointly and severally guaranteed by the Company and secured by the assets and capital stock of each of the Company’s subsidiaries and its future subsidiaries.

The EDC agreement contains certain financial and non-financial covenants (note 4(d)).

 (d) Covenants

The PNC and EDC agreements contain certain financial and non-financial covenants, including certain cross-default provisions.

The Company violated certain covenants included in the PNC and EDC agreements as of December 30, 2012.  Subsequent to December 30, 2012, the Company secured waivers from PNC and EDC covering these events of default. In addition, the Company and its lenders have amended the lending agreements.

Under the amended PNC Facility, the financial covenants require the Company to maintain minimum amounts of earnings before interest, taxes and depreciation and amortization and specified maximum cash conversion cycle days, and limit unfunded capital expenditures (all as defined in the PNC agreement).  Under the amended EDC facility, the financial covenants require the Company to maintain minimum amounts of earnings before interest, taxes and depreciation and amortization (as defined in the EDC agreement) and specified maximum cash conversion cycle days (as defined in the EDC agreement).

Management believes that it is probable the Company will be in compliance with these covenants for at least the next 12 months.  While management is confident in its plans, market conditions have been difficult to predict and there is no assurance that the Company will achieve its forecasts. A failure to comply with covenants could result in an event of default. If an event of default occurs and is not cured or waived, it could result in all amounts outstanding, together with accrued interest, becoming immediately due and payable.

(e) Obligations under capital leases

Minimum lease payments for capital leases due within each of the next three years consist of the following:

2013
  $ 1,785  
2014
    1,289  
2015
    88  
Total minimum lease payments
    3,162  
Amount representing interest of 3.8% to 8.9%
    (242 )
Present value of lease payments
    2,920  
Current portion of capital leases
    1,628  
Long term capital lease obligations
  $ 1,292