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Note 5 - Credit Facility
9 Months Ended
Sep. 28, 2013
Line of Credit Facility, Description [Abstract]  
Line of Credit Facility, Description

Note 5 – Credit Facility


On September 26, 2013, the Company and its subsidiaries, Hampshire Brands, Inc., Rio Garment, S.A., Hampshire International, LLC and Scott James, LLC (collectively, the “Subsidiaries” and with the Company, the “Borrowers”), entered into a Credit Agreement (the “Credit Agreement”) and related agreements with Salus Capital Partners, LLC (the “Lender”) providing for: (i) a $27.0 million revolving credit facility (which includes up to $15.0 million for letters of credit) and (ii) a $3.0 million term loan. At the request of the Company, availability under the revolving credit facility can be increased by up to an additional $20.0 million (for a total availability under the revolving credit facility of $47.0 million), subject to the satisfaction of certain conditions. Available borrowings under the revolving credit facility are limited to a borrowing base, generally consisting of specified percentages of inventory and trade receivables, less the total of availability reserves established under the Credit Agreement (including a $3.5 million availability block). This facility replaces the Company’s prior credit facility with Wells Fargo Capital Finance, LLC (“Wells Fargo”).


Loans under the Credit Agreement are secured by a security interest in substantially all of the assets of the Borrowers, including a pledge of the stock of the Subsidiaries owned by the Company. All of the Borrowers are jointly and severally liable for all borrowings under the Credit Agreement. The Credit Agreement will expire, and all outstanding loans will become due and payable, on September 26, 2016. 


Loans under the Credit Agreement bear interest at the prime rate of interest published from time to time by www.bankrate.com plus 4.50%, provided, however, that the applicable annual interest rate on all loans will not be lower than 8.0%. In the event of a default under the Credit Agreement, the loans will bear interest at the applicable rate plus an additional 3%. Interest is payable monthly in arrears. As of September 28, 2013, the interest rate on both the term loan and the outstanding borrowings on the revolving credit facility was 8.0%. Additional fees are payable under the Credit Agreement, including a letter of credit issuance fee, an unused line fee, a collateral monitoring fee and an early termination fee.


No principal payments are required under the term loan. All remaining principal and accrued interest is payable on the termination of the Credit Agreement. The Borrowers are also required to use the net cash proceeds of certain asset sales, insurance proceeds, sales of equity securities or incurrence of debt to prepay the loan.


Proceeds from the term loan and initial borrowings on the revolving credit facility were used to repay amounts owed under the prior Well Fargo credit facility of approximately $15.3 million, to pay transaction expenses and for working capital. The amount repaid to Wells Fargo under the prior credit facility included approximately $4.0 million to collateralize letters of credit and was recorded in Other current assets in the unaudited consolidated balance sheet as of September 28, 2013.


As of September 28, 2013, the Company had outstanding borrowings of $3.0 million on the term loan and $13.4 million on the revolving credit facility and had no letters of credit outstanding under the Credit Agreement. As of September 28, 2013, the Company had approximately $7.6 million of availability under the revolving credit facility.


The Credit Agreement includes various representations, warranties, affirmative and negative covenants, events of default, remedies and other provisions customary for a transaction of this nature. The Borrowers are not subject to any financial covenants under the Credit Agreement except that, in the event that average availability under the revolving credit facility is less than $5.0 million calculated on a three month rolling basis, the Borrowers will be required to meet minimum consolidated EBITDA levels set forth in the Credit Agreement.


As of September 28, 2013, the fair value of the term loan was approximately $3.0 million and was determined by discounting the cash flows using the current interest rate (8.0%) on the loan (Level 3).


In connection with entering into the Credit Agreement, during the three months ended September 28, 2013, the Company incurred fees of approximately $657,000 (including a Lender origination fee of $420,000), which were recorded as deferred financing costs in Other assets in the unaudited consolidated balance sheet as of September 28, 2013 and will be amortized over the term of the facility.