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2016 Q3 AGI Financial Report

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Ag Growth International Inc.<br />

Notes to unaudited interim condensed consolidated financial statements<br />

[in thousands of Canadian dollars, except where otherwise noted and per share data]<br />

September 30, <strong>2016</strong><br />

[b] Long-term debt<br />

The Series A secured notes were issued on October 29, 2009. The non-amortizing notes bear interest at 6.8%<br />

payable quarterly and mature on October 29, <strong>2016</strong>. The Series A secured notes are denominated in U.S. dollars.<br />

Collateral for the Series A secured notes and term loans ranks pari passu and include a general security<br />

agreement over all assets, first position collateral mortgages on land and buildings, assignments of rents and<br />

leases and security agreements for patents and trademarks. Upon maturity in October <strong>2016</strong>, the Series A<br />

secured notes were refinanced with Series C secured notes from the same lender. Terms of the Series C<br />

secured notes are the same as the Series A secured notes other than the Series C secured notes bear interest<br />

at 3.7% and mature in October 2026.<br />

The Series B secured notes were issued on May 22, 2015. The non-amortizing notes bear interest at 4.4%<br />

payable quarterly and mature on May 22, 2025. Collateral for the Series B secured notes and term loans ranks<br />

pari passu and include a general security agreement over all assets, first position collateral mortgages on land<br />

and buildings, assignments of rents and leases and security agreements for patents and trademarks.<br />

The Term A secured loan was issued on May 20, 2015 and matures on May 19, 2019. The facilities bear interest<br />

at BA plus 2.5% per annum based on performance calculations. Interest on the non-amortizing loan has been<br />

fixed at 3.8% through an interest rate swap contract [note 21]. Collateral for the Term A loan and secured notes<br />

ranks pari passu and include a general security agreement over all assets, first position collateral mortgages on<br />

land and buildings, assignments of rents and leases and security agreements for patents and trademarks.<br />

The Term B secured loan was issued on May 20, 2015 and matures on May 19, 2022. The facilities bear interest<br />

at BA plus 2.5% per annum based on performance calculations. Interest on the non-amortizing loan has been<br />

fixed at 4.3% through an interest rate swap contract [note 21]. Collateral for the Term B loan and secured notes<br />

ranks pari passu and include a general security agreement over all assets, first position collateral mortgages on<br />

land and buildings, assignments of rents and leases and security agreements for patents and trademarks.<br />

<strong>AGI</strong> has revolver facilities of $105 million and U.S. $45 million. The facilities bear interest at prime plus 0.2% to<br />

prime plus 1.75% per annum based on performance calculations. As at September 30, <strong>2016</strong>, there was $15<br />

million [December 31, 2015 – nil] outstanding under these facilities. The facilities mature on May 19, 2019.<br />

[c] Covenants<br />

<strong>AGI</strong> is subject to certain financial covenants in its credit facility agreements that must be maintained to avoid<br />

acceleration of the termination of the agreement. The financial covenants require <strong>AGI</strong> to maintain a debt to<br />

earnings before interest, taxes, depreciation and amortization [“EBITDA”] ratio of less than 3.25 and to provide<br />

debt service coverage of a minimum of 1.0. The covenant calculations exclude the convertible unsecured<br />

subordinated debentures from the definition of debt. As at September 30, <strong>2016</strong> and December 31, 2015, <strong>AGI</strong><br />

was in compliance with all financial covenants.<br />

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