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these customers, could have a material adverse effect on our business, results of operations and financial condition.
Our business may be materially and adversely affected by our high level of debt.
In order to finance our business, we have incurred significant levels of debt compared to historical levels, and we may need to secure additional
sources of funding, which may include debt or convertible debt financing, in the future. A high level of debt, arduous or restrictive terms and
conditions related to accessing certain sources of funding, failure to meet the covenants in the EDC Support Facility and any significant
reduction in, or access to, such facility, poor business performance or lower than expected cash inflows could materially and adversely affect
our ability to fund the operation of our business.
Other effects of a high level of debt include the following:
An increased portion of our cash and cash equivalents may be restricted as cash collateral if we are unable to secure alternative
support for certain obligations arising out of our normal course business activities.
The EDC Support Facility may not provide all the support we require for certain of our obligations arising out of our normal course of business
activities. In particular, although this facility provides for up to $750 in support, the $300 revolving small bond sub-facility will not become
committed support until all of the Reports are filed and NNL obtains a permanent waiver of the Related Breaches. As of December 31, 2004,
there was approximately $296 of outstanding support utilized under the EDC Support Facility, approximately $212 of which was outstanding
under the small bond sub-facility. In addition, bid and performance related bonds with terms that extend beyond December 31, 2006, which,
absent any early termination of the EDC Support Facility, is the expiry date of this facility, are currently not eligible for the support provided
by the EDC Support Facility. Given that the EDC Support Facility is used to support bid and performance bonds with varying terms, including
those with at least 365 days, we may need to increase our use of cash collateral to support these obligations beginning on January 1, 2006
absent a further extension of the facility. Unless EDC agrees to extend the facility or agrees to provide support outside the scope of the facility,
we may be required to provide cash collateral to support these obligations. We cannot provide any assurance that we will reach an agreement
with EDC on these matters. Under the terms of the waiver letter with EDC dated March 29, 2004, EDC may also suspend its obligation to issue
NNL any additional support if events occur that have a material adverse effect on NNL’s business, financial position or results of operations. If
we do not have access to sufficient support under the EDC Support Facility, and if we are unable to secure alternative support, an increased
portion of our cash and cash equivalents may be restricted as cash collateral, which could adversely affect our ability to fund some of our
normal course business activities, capital expenditures, R&D and our ability to borrow in the future.
An inability of our subsidiaries to provide us with funding in sufficient amounts could adversely affect our ability to meet our
obligations
.
We may at times depend primarily on loans, dividends or other forms of financing from our subsidiaries to meet our obligations to pay interest
and principal on outstanding public debt and to pay corporate expenses. If our subsidiaries are unable to pay dividends or provide us with loans
or other forms of financing in sufficient amounts, it could adversely affect our ability to meet our obligations.
We may need to make larger contributions to our defined benefit plans in the future.
We currently maintain various defined benefit plans in North America and the U.K. which cover various categories of employees and retirees,
which represent our major retirement plans. In addition, we have smaller retirement plans in other countries. Our obligations to make
contributions to fund benefit obligations under these plans are based on actuarial
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• we may have difficulty borrowing money in the future or accessing other sources of funding;
• we may need to use a large portion of our cash flow from operations to pay principal and interest on our indebtedness, which would
reduce the amount of cash available to finance our operations and other business activities;
• a high debt level, arduous or restrictive terms and conditions, or lower than expected cash flows would make us more vulnerable to
economic downturns and adverse developments in our business; and
• if operating cash flows are not sufficient to meet our operating expenses, capital expenditures and debt service requirements as they
become due, we may be required, in order to meet our debt service obligations, to delay or reduce capital expenditures or the
introduction of new products, sell assets and/or forego business opportunities including acquisitions, research and development
projects or product design enhancements.