XML 15 R10.htm IDEA: XBRL DOCUMENT v2.4.0.8
Note 5 - Borrowings
3 Months Ended
Sep. 30, 2013
Debt Disclosure [Abstract]  
Debt Disclosure [Text Block]
Note 5 - Borrowings     

Effective July 24, 2013, we along with our subsidiaries, (1) H. A. Sheldon Canada, Ltd. (“HA Sheldon”) and (2) TBAC Investment Trust, a Pennsylvania business trust (“TBAC Trust”), each as guarantors, entered into a new credit agreement (the “Credit Agreement”) with Salus Capital Partners, LLC, as lender, administrative agent and collateral agent (“Salus”).  The Credit Agreement provides for senior financing in an aggregate principal amount of up to $29.0 million at any one time outstanding.  The facility is comprised of a revolving credit facility in the amount of $27.5 million and a first-in, last-out term loan facility in the amount of $1.5 million, and expires in July 2015 (the “Credit Facility”).  Under the Credit Facility, borrowings bear interest at either 0.75% per annum or the rate per annum for LIBOR as published for an interest period of thirty days, plus (i) 8.50% with respect to the revolver, and (ii) 11.25% with respect to the term loan.  At September 30, 2013, we had outstanding borrowings under the revolving credit facility in the amount of $13.6 million.  At November 11, 2013, we had $3.8 million in borrowing availability under the credit facility after accounting for the $900,000 minimum excess availability requirement.

The Credit Facility is guaranteed by HA Sheldon and TBAC Trust and is secured by a first priority lien on substantially all of our assets, excluding certain goods and related accounts receivable financed pursuant to the King Trade Facility (see “King Trade Facility” below), for which Salus will have a second priority lien.  The Credit Facility contains covenants which establish minimum consolidated EBITDA requirements, account concentration limitations, budgeted expenses and accounts payable to inventory ratios.  The Credit Facility also permits Salus, as agent, to establish reserves with respect to inventory, availability, real estate and accounts receivable in determining the borrowing base under the Credit Agreement.  The borrowing base is generally determined by calculating (i) the cost of eligible finished goods inventory, net of reserves, multiplied by the product of the applicable appraisal percentage multiplied by the appraised value of eligible finished goods, plus (ii) the lesser of (a) the cost of eligible piece goods inventory, net of reserves, multiplied by the product of the applicable appraisal percentage multiplied by the appraised value of eligible piece goods inventory, or (b) the costs of eligible piece goods inventory, net of reserves, multiplied by the applicable advance rate, plus (iii) the applicable receivables advance rate multiplied by the face amount of eligible trade receivables, net of applicable reserves, plus (iv) the applicable real estate advance rate multiplied by the appraised value of eligible real estate.  The following amounts are then subtracted from that calculation: the reserve for the term loan, an availability block of $900,000, and the amount of any other availability reserves deemed applicable by the agent in certain circumstances.

The Credit Agreement contains customary representations and warranties and, pursuant to the Credit Agreement, we have agreed to certain customary affirmative covenants, including reporting requirements, insurance maintenance requirements, engagement of a financial advisor, compliance with laws and the maintenance of records.  The Credit Agreement provides for certain fees in connection with unused commitments and early termination of the agreement, as well as other fees.  The Credit Agreement also contains customary negative covenants which limit our ability to engage in certain actions without the lender’s consent, including creating additional liens on its properties, making certain investments, guaranteeing or incurring certain debt, repurchasing our common stock, entering into certain mergers or consolidations, paying dividends, making certain investments in other entities, prepaying debt, and making certain property transfers.  The Credit Agreement also provides for customary events of default.

On September 26, 2013 we, along with our subsidiaries, H.A. Sheldon Canada, Ltd. and TBAC Investment Trust, and our senior lender Salus Capital Partners LLC, entered into a First Amendment to the Credit Agreement (the “Amendment”).  Pursuant to the Amendment, our senior lender formally waived the going concern qualification in the audit report as an event of default, our failure to satisfy a minimum availability requirement for certain weeks, and extended the time period to deliver certain post-close deliverables.

As of November 14, 2013, we were in violation of certain provisions contained in the Credit Agreement, including the covenant relating to satisfaction of minimum availability targets and certain disbursement and shipment requirements for certain weeks.  These violations were primarily a result of the delays in gifts shipments and payments resulting from the effects of Typhoon Fitow, which impacted several of our suppliers in Asia.

Our senior lender has not, as of the date of this report, accelerated the indebtedness and continues to advance funds.  However, the senior lender may, in accordance with the terms of our Credit Agreement, exercise any available remedies under the credit agreement while we are in default and could refuse to continue to advance funds.  In the event the senior lender refuses to advance funds or accelerates the indebtedness, we do not believe the Company has sufficient liquidity and capital resources to repay the debt and continue normal operations.  In such an event, there can be no assurance that we would be successful in obtaining additional capital resources or that we would have sufficient liquidity and capital resources to meet future financial obligations.  The Company is currently in discussions with the senior lender concerning the default under the Credit Agreement.  If we are unable to obtain a waiver of the default or a modification of the terms of the credit agreement, restructure our finances or if the senior lender refuses to advance funds, the Company may need to restructure, sell assets, explore a potential bankruptcy filing or explore other alternatives.

Effective July 24, 2013, we also entered into a Master Agreement (“Master Agreement”) with EPK Financial Corporation, d/b/a King Trade Capital (“King Trade”) that provides for a purchase and sale facility (the “King Trade Facility”).  This facility provides us with additional financing to purchase certain inventory related to our holiday 2013 seasonal gifts business using purchase orders as eligible collateral.

In order to receive financing under the King Trade Facility, we must present the transaction to King Trade for its consideration.  King Trade reserves the right to accept or reject proposed transactions.  The King Trade Facility is guaranteed by HA Sheldon and TBAC Trust and is secured by (i) a first priority lien on the goods and related accounts receivable financed by the Company under the King Trade Facility, and (ii) a second priority lien on substantially all of our other assets.

The Master Agreement contains representations and warranties and covenants that are customary for such financing arrangements.  The maximum aggregate amount permitted to be outstanding under the King Trade Facility is $11.5 million, unless King Trade otherwise agrees.  The amounts payable under the King Trade Facility bear interest at varying rates (from 17% to 19%, annualized) which depend primarily on the length of time such amounts are outstanding, the amount advanced for each transaction and the aggregate of all amounts advanced. At September 30, 2013, we had outstanding borrowings of $2.2 million.

In connection with the entry into these credit arrangements, we also entered into agreements with two significant licensors and three significant vendors to address outstanding accounts payable owed to these parties. Generally, the arrangements with these parties consist of the agreement (i) to pay a portion of the outstanding amount owed within specified time periods following the closing of the Credit Facility, and (ii) to pay the remainder of the outstanding amounts pursuant to unsecured, subordinated promissory notes. The aggregate amount financed through the use of the unsecured, subordinated promissory notes is $9.0 million and such notes bear interest at varying interest rates. Although the individual notes contain varying payment terms, the final principal and interest under such notes is due either July 15, 2014 or July 15, 2015.