XML 35 R11.htm IDEA: XBRL DOCUMENT v2.4.0.6
Note 6 - Credit Facility
6 Months Ended
Dec. 31, 2012
Debt Disclosure [Text Block]
Note 6 – Credit Facility     

We have a $35 million credit facility, which expires in August 2015.  On April 11, 2013, we, along with our Canadian subsidiary, and our lender entered into a Seventh Amendment to Credit and Security Agreement (the “Amendment”).  Pursuant to the Amendment, our lender formally waived our failure to satisfy a fixed charge coverage ratio covenant for the fiscal months ending December 31, 2012, January 31, 2013 and February 28, 2013, and eliminated this fixed charge coverage ratio covenant going forward, and extended the time period to deliver certain post-close deliverables and title matters related to real property.  In addition, the Amendment contains certain amendments to the credit agreement, including, but not limited to: (1) modifications to certain definitions used in the credit agreement, including reduction in the minimum excess availability requirement from $2.7 million to $2.0 million; (2) an adjustment to the capital expenditures cap for the period between the execution and maturity dates; (3) the payment of a $200,000 amendment and waiver fee; (4) an immediate payment of outstanding ad valorem taxes; (5) the continued engagement of a Chief Restructuring Officer at the lender’s discretion; and (6) the requirement to pay the indebtedness in full and terminate the agreement by May 31, 2013 or raise additional cash equity in the amount of $10 million or more.

While we can provide no assurances at this time with regard to our ability to successfully raise capital, we have been seeking additional sources of capital and have signed a non-binding term sheet with a lender to replace our existing credit facility.  In addition, we believe several sources of working capital are available that could be utilized, either in combination with or in substitution for our senior facility.  These include traditional senior financing, mezzanine financing as well as early pay arrangements with major customers and purchase order financing arrangements for our gifts segment.  If we are unable to raise capital our operations could be adversely affected, which could negatively impact our ability to obtain inventories on acceptable terms and operate our business, and we could be forced to file for protection under U.S. Bankruptcy Code.

At December 31, 2012, we had $848,000 borrowing availability ($3.6 million excluding the minimum excess availability requirement of $2.7 million) based on our accounts receivable and inventory levels, outstanding letters of credit totaling $427,000, and $10.7 million outstanding borrowings under the facility.  Borrowings and letters of credit bear interest at either the daily three-month LIBOR rate plus 5.75% or a fixed LIBOR rate for three months plus 5.75%.

The credit facility is guaranteed by substantially all of our subsidiaries and is secured by substantially all of our assets and those of our subsidiaries.  The credit facility contains certain negative covenants and requires a minimum availability covenant, which, if not met, could adversely impact our liquidity.  The facility also limits our ability to engage in certain actions without the lender’s consent, including, repurchasing our common stock, entering into certain mergers or consolidations, guaranteeing or incurring certain debt, engaging in certain stock or asset acquisitions, paying dividends, making certain investments in other entities, prepaying debt, and making certain property transfers.  In addition, the facility contains customary representations and warranties and we have agreed to certain affirmative covenants, including reporting requirements.

The maximum line of credit under the credit facility, which includes the revolver and letters of credit, is $35 million.  The credit facility is asset-based and the available line of credit may be limited pursuant to certain borrowing base limitations, including (1) the amount of certain of our eligible accounts, (2) the amount of our eligible accounts with our largest customer, (3) the value of our eligible inventory, which is more specifically determined in part based on specific periods during our fiscal year, and (4) the amount of our borrowing base reserve.

On April 11, 2013, we obtained a waiver from our lender for violation of the fixed charge coverage covenant under our credit facility and failure to deliver certain post-close deliverables and title matters related to real property in a timely manner.  This violation was due to higher than expected holiday 2012 sales allowances and higher returns of unsold inventories in our gifts segment, which ultimately impacted our ability to meet forecasts as established under the credit facility.  Excluding these lender waived covenant violations, we were in compliance with all other covenants as of December 31, 2012.