XML 27 R11.htm IDEA: XBRL DOCUMENT v3.19.1
Debt and Line of Credit
12 Months Ended
Feb. 03, 2019
Debt and Line of Credit [Abstract]  
Debt and Line of Credit

4.  DEBT AND LINE OF CREDIT

Debt consists of the following:







 

 

 

 

 

 



 

February 3, 2019

 

January 28, 2018

(in thousands)

 

 

 

 

 

 

SRV Mortgage Term A Note

 

$

 

$

690 

SRV Mortgage Term B Note

 

 

 

 

783 

TRI Senior Secured Note

 

 

26,705 

 

 

TRI Note

 

 

3,500 

 

 

Capital lease obligations

 

 

32 

 

 

35 



 

$

30,237 

 

$

1,508 

Less: current maturities

 

 

500 

 

 

84 

Long-term debt

 

$

29,737 

 

$

1,424 



 

 

 

 

 

 

Line of credit

 

$

16,542 

 

$



Schlecht Retail Ventures LLC

SRV entered into a mortgage note (“SRV Term A Note”) with an original balance of $0.8 million. The SRV Term A Note was scheduled to mature in September 2017 and required monthly payments of $3,300 plus interest at 3.1%, with a final balloon payment due in September 2017. On July 20, 2017, SRV refinanced the SRV Term A Note, which extended the maturity date to September 2022, with a final balloon payment in September 2022, and changed the interest rate to 3.69%. The required monthly payments of $3,300 did not change.

On July 20, 2017, SRV entered into a mortgage note (“SRV Term B Note”) with an original balance of $0.8 million. The SRV Term B Note matures in September 2022 and requires monthly payments of $3,300 plus interest at 3.69%, with a final balloon payment in September 2022.

The SRV Term A Note and SRV Term B Note were guaranteed by the Company’s majority shareholder and collateralized by certain real property owned by SRV in Mt. Horeb, Wisconsin.

The Company no longer consolidates SRV effective December 31, 2018, therefore the SRV Term A Note and SRV Term B Note have been excluded from the consolidated balance sheet as of February 3, 2019, see Note 6 “Variable Interest Entities” for further details.

TRI Holdings, LLC

TRI entered into a senior secured note (“TRI Senior Secured Note”) with an original balance of $26.7 million. The TRI Senior Secured Note is scheduled to mature on October 15, 2038 and requires installment payments with an interest rate of 4.95%. See Note 6 “Variable Interest Entities” for further information.

TRI entered into a promissory note (“TRI Note”) with an original balance of $3.5 million. The TRI Note is scheduled to mature in November 2038 and requires annual interest payments at a rate of 3.05%, with a final balloon payment due in November 2038.

Line of Credit

On September 29, 2017, the Company entered into a first amendment to the Amended and Restated Loan Agreement dated as of October 7, 2016 (the “Amended and Restated Agreement”), providing for borrowing availability of up to $60.0 million from September 29, 2017 through July 31, 2019. Effective November 1, 2017, the Company entered into a second amendment to the Amended and Restated Agreement, providing for borrowing availability of up to $80.0 million from November 1, 2017 through December 31, 2017 and borrowing availability of up to $60.0 million from January 1, 2018 through July 31, 2019. The Amended and Restated Agreement was scheduled to mature on July 31, 2019, and bore interest, payable monthly, at a rate equal to the adjusted LIBOR rate, as defined in the Amended and Restated Agreement. The Amended and Restated Agreement was secured by essentially all Company assets and required the Company to maintain compliance with certain financial and non-financial covenants, including minimum tangible net worth and a minimum trailing twelve month EBITDA. In addition, the Amended and Restated Agreement did not contain borrowing base limits.

Effective May 17, 2018, the Company terminated its Amended Restated Agreement and entered into a new credit agreement (the “Credit Agreement”) which provides for borrowing availability of up to $80.0 million in revolving credit (the “Revolver”) and borrowing availability of up to $50.0 million in a delayed draw term loan (“DDTL”), for a total credit facility of $130.0 million. The $80.0 million revolving credit matures on May 17, 2023. The $50.0 million DDTL is available to draw upon in differing amounts through May 17, 2020 and matures on May 17, 2023. The outstanding balance of $27.5 million under the Amended and Restated Agreement was paid off with borrowings under the Credit Agreement. The Credit Agreement is secured by essentially all Company assets and requires the Company to maintain compliance with certain financial and non-financial covenants, including a maximum rent adjusted leverage ratio and a minimum fixed charge coverage ratio as defined in the Credit Agreement. Furthermore, income or losses and debt incurred by TRI or any future variable interest entity that may be required to be consolidated are excluded from the Company’s financial covenants. At the Company’s option, the interest rate applicable to the Revolver or DDTL will be a floating rate equal to (i) the base rate plus a margin of 25 to 100 basis points, based upon the Company’s rent adjusted leverage ratio, or (ii) a fixed rate for a one-, two-, three- or six-month interest period equal to LIBOR for such interest period plus a margin of 125 to 200 basis points, based upon the Company’s rent adjustment leverage ratio (effective rate of 6.25% at February 3, 2019). In addition, outstanding balances under the DDTL require quarterly principal payments with a final balloon payment at maturity.

As of February 3, 2019, and for the fiscal year then ended, the Company was in compliance with all financial and non-financial covenants for all debts discussed above.

 Future principal maturities of all debt, which include capital leases and exclude the Company’s line of credit, are as follows as of February 3, 2018:







 

 

 

Fiscal year

 

 

 

(in thousands)

 

 

 

2019

 

$

500 

2020

 

 

563 

2021

 

 

629 

2022

 

 

699 

2023

 

 

774 

Thereafter

 

 

27,072 



 

$

30,237