v2.3.0.15
Long-term debt
9 Months Ended
Oct. 01, 2011
Debt Disclosure Abstract 
Long Term Debt Text Block

9. Long-term debt

 

    October 1, 2011January 1, 2011
    $$
      
Syndicated Lending Agreement:  
 Non-revolving real estate term facility (a) 12,349 13,000
 Non-revolving machinery and equipment term facility (b) 11,927 17,000
      
Other Long-Term Debt  
 Opta Minerals term loan facility (c) 6,615 7,766
 Opta Minerals revolving acquisition facility (d) 10,163 11,419
 Subordinated debt to former shareholders of TOC (e) - 4,569
 Promissory notes (f) 11,761 10,590
 Other long-term debt (g) 366 264
 Term loans payable and capital lease obligations (h) 792 124
     53,973 64,732
Less: current portion 18,790 22,247
     35,183 42,485

Details of the Company's long-term debt are as follows:

(a)        Non-revolving real estate term facility:

 

The non-revolving real estate term facility has a maximum available borrowing amount of $13,000. This facility matures on October 30, 2012, and has quarterly minimum repayments of approximately $217. At October 1, 2011, $12,349 (January 1, 2011 - $13,000) was drawn on this facility, and the weighted average interest rate was 4.24% (January 1, 2011 - 3.76%), based on the level of borrowings, and a credit spread based on either U.S. prime or LIBOR rates.

 

(b)        Non-revolving machinery and equipment term facility:

 

The non-revolving machinery and equipment term facility has a maximum available borrowing amount of $17,000. This facility matures on October 30, 2012, and has quarterly minimum repayments of approximately $850. At October 1, 2011, $11,927 (January 1, 2011 - $17,000) was drawn on this facility, and the weighted average interest rate was 4.24% (January 1, 2011 - 3.76%), based on the level of borrowings, and a credit spread based on either U.S. prime or LIBOR rates. As a result of the sale of property, plant and equipment in the second quarter of 2011, an additional $2,523 was repaid on this facility, in accordance with the credit agreement.

The above term facilities, and the Canadian and U.S. line of credit facility (see note 8 (a) and (b)), are collateralized by a first priority security against substantially all of the Company's assets in Canada and the United States, excluding the assets of Opta Minerals and TOC.

 

(c)        Opta Minerals term loan facility:

 

The term loan facility has a maximum available borrowing amount of Cdn $6,831 (U.S. - $6,615). This facility matures on August 30, 2012, is renewable at the option of the lender and Opta Minerals, and has quarterly principal repayments of Cdn $312 (U.S. - $302). At September 30, 2011 and December 31, 2010, the term loan facility was fully drawn. At September 30, 2011, the weighted average interest rate on this facility was 7.20% (December 31, 20107.61%).

(d)        Opta Minerals revolving acquisition facility:

 

The revolving acquisition facility has a maximum available borrowing amount of Cdn $14,043 (U.S. - $13,600) to finance future acquisitions and capital expenditures. Principal is payable quarterly equal to 1/40 of the drawdown amount. Any remaining outstanding principal under this facility is due upon maturity. The facility is revolving for one year, with a five year term out option. The outstanding balance on the revolving acquisition facility at September 30, 2011 was Cdn $10,494 (U.S. - $10,163) (December 31, 2010 Cdn $11,421 (U.S. - $11,419)). At September 30, 2011, the weighted average interest rate on this facility was 5.87% (December 31, 2010 - 7.05%).

 

The Opta Minerals' credit facilities described above are collateralized by a first priority security interest on substantially all of the Opta Minerals assets in both Canada and the United States.

 

Opta Minerals entered into a cash flow hedge in 2007. The cash flow hedge entered into exchanged a notional amount of Cdn $17,200 (U.S. - $16,657) from a floating rate to a fixed rate of 5.25% from August 2008 to August 2012. The estimated fair value of the interest rate swap at September 30, 2011 was a loss of $467 (December 31, 2010 - loss of $885). The incremental gain in fair value of $292, net of income taxes of $126, has been recorded in other comprehensive earnings for the period. The fair value liability is included in long-term liabilities on the consolidated balance sheets.

 

(e)       Subordinated debt to former shareholders of TOC:

 

In conjunction with the acquisition of TOC on April 2, 2008, its former shareholders provided a subordinated loan to TOC in the amount of €3,000 (U.S. - $4,019). The loan bears interest at 7% payable to the former shareholders on a semi-annual basis. The subordinated loan, including all accrued interest, which was originally repayable in full on March 31, 2011 was extended to July 8, 2011, and paid in full during the quarter ended October 1, 2011.

 

(f)        Promissory notes:

 

Promissory notes consist of notes issued to former shareholders as a result of business acquisitions. As consideration in the acquisition of TOC, the Company issued a total of €9,000 (U.S. - $12,056) in promissory notes which are secured by a pledge of the common shares of TOC. Of the €9,000 (U.S. - $12,056) issued, €1,000 (U.S. - $1,436) was paid in cash on April 5, 2010. The remaining €8,000 (U.S. - $10,717), previously due on March 31, 2011 has been extended and will be repaid in four €2,000 tranches on October 7, 2011, January 6, 2012, April 6, 2012 and July 6, 2012. The outstanding balance will accrue interest at 5% per annum. As part of the extension, the former shareholders can demand full repayment of the remaining amount owing. Due to TOC's opening balance sheet not meeting pre-determined working capital targets, and an undisclosed liability that existed prior to the Company's April 2, 2008 acquisition, € 528 (U.S. - $707) of the promissory notes extended above will not be paid. Accordingly, the balance of the promissory notes at October 1, 2011 is €7,472 (U.S. - $10,010). Subsequent to quarter-end, the balance owing as of October 7, 2011, including accrued interest, was paid to the former shareholders.

 

During the third quarter of 2011, the former shareholders of TOC advanced $1,380 to TOC to fund working capital. The loan accrues interest at 7% per annum, and is repayable no later than July 21, 2012. At October 1, 2011, the full amount remains outstanding.

 

In addition, $371 remains owing to various former shareholders at a weighted average interest of 5.97%. Of the $10,381 in total promissory notes, the full amount is due in the next 12 months, or on demand.

 

(g)        Other long-term debt:

 

A less-than-wholly owned subsidiary of TOC has a maximum borrowing amount of 6,500 Ethiopia Birr (“ETB”) (U.S. - $380). The outstanding balance at October 1, 2011, was $366 (January 1, 2011 - $264). At October 1, 2011, the weighted average interest rate on borrowed funds was 10.3% (January 1, 2011 - 10.3%).

 

(h)        Term loans payable and capital lease obligations:

 

Term loans payable bear a weighted average interest rate of 5.2% (January 1, 20115.3%) due in varying installments through 2013 with principal payments of $188 due in the next 12 months.

 

Capital lease obligations are due in monthly payments, with a weighted average interest rate of 7.2% (January 1, 20116.9%).

 

The long-term debt and capital leases described above require the following repayments during the next five years:

 

    $
September 29, 2012 18,790
September 28, 2013 23,314
October 4, 2014 2,599
October 3, 2015 2,592
October 1, 2016 2,592
Thereafter 4,086
     53,973

At October 1, 2011, the Company was in compliance in all material respects with its covenants, as required by the Canadian line of credit facility, the U.S. line of credit facility (notes 8(a) and (b)), as well as the term facilities. In addition, Opta Minerals was in compliance in all material respects with its financial covenants as required by the Canadian Line of Credit Facility (see note 8(c)), as well as the term loan facility and revolving acquisition facility.