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DEBT AND FINANCING ARRANGEMENTS
12 Months Ended
Jan. 31, 2015
DEBT AND FINANCING ARRANGEMENTS  
DEBT AND FINANCING ARRANGEMENTS

NOTE 5—DEBT AND FINANCING ARRANGEMENTS

        The following are the components of debt and financing arrangements:

                                                                                                                                                                                    

(dollar amounts in thousands)

 

January 31,
2015

 

February 1,
2014

 

Senior Secured Term Loan, due October 2018

 

$

196,000

 

$

198,000

 

Revolving Credit Agreement, through July 2016

 

 

17,000

 

 

3,500

 

​  

​  

​  

​  

Long-term debt

 

 

213,000

 

 

201,500

 

Current maturities

 

 

(2,000

)

 

(2,000

)

​  

​  

​  

​  

Long-term debt less current maturities

 

$

211,000

 

$

199,500

 

​  

​  

​  

​  

​  

​  

​  

​  

​  

Senior Secured Term Loan due October 2018

        On October 11, 2012, the Company entered into the Second Amended and Restated Credit Agreement among the Company, Wells Fargo Bank, N.A., as Administrative Agent, and the other parties thereto that (i) increased the size of the Company's Senior Secured Term Loan (the "Term Loan") to $200.0 million, (ii) extended the maturity of the Term Loan from October 27, 2013 to October 11, 2018, (iii) reset the interest rate under the Term Loan to the London Interbank Offered Rate (LIBOR), subject to a floor of 1.25%, plus 3.75% and (iv) added an additional 16 of the Company's owned locations to the collateral pool securing the Term Loan. The amended and restated Term Loan was deemed to be substantially different than the prior Term Loan, and therefore the modification of the debt was treated as a debt extinguishment. The Company recorded $6.5 million of deferred financing costs related to the Second Amended and Restated Credit Agreement.

        Net proceeds from the fiscal 2012 amendment and restatement of the Term Loan together with cash on hand were used to settle the Company's outstanding interest rate swap on the Term Loan as structured prior to its amendment and restatement and to satisfy and discharge all of the Company's outstanding 7.5% Senior Subordinated Notes ("Notes") due 2014. The settlement of the interest rate swap resulted in the reclassification of $7.5 million of accumulated other comprehensive loss to interest expense. The Company recognized, in interest expense, $1.9 million of deferred financing costs related to the Notes and the Term Loan as structured prior to its amendment and restatement. The interest payment and the swap settlement payment are presented within cash flows from operations on the consolidated statement of cash flows.

        On October 11, 2012, the Company entered into two new interest rate swaps for a notional amount of $50.0 million each that together were designated as a cash flow hedge on the first $100.0 million of the Term Loan. The interest rate swaps convert the variable LIBOR portion of the interest payments due on the first $100.0 million of the Term Loan to a fixed rate of 1.855%.

        On November 12, 2013, the Company entered into the First Amendment to the Second Amended and Restated Credit Agreement. The First Amendment reduced the interest rate payable by the Company from (i) LIBOR, subject to a 1.25% floor, plus 3.75% to (ii) LIBOR, subject to a 1.25% floor, plus 3.00%. The Company recorded $0.8 million of deferred financing costs related to the First Amendment.

        As of January 31, 2015, 141 stores collateralized the Term Loan. The amount outstanding under the Term Loan as of January 31, 2015 and February 1, 2014 was $196.0 million and $198.0 million, respectively.

Revolving Credit Agreement Through July 2016

        The Company has a Revolving Credit Agreement among the Company, Bank of America, N.A., as Administrative Agent, and the other parties thereto providing for borrowings of up to $300.0 million and having a maturity of July 2016. The interest rate on this facility is LIBOR plus a margin of 2.00% to 2.50% for LIBOR rate borrowings or Prime plus 1.00% to 1.50% for Prime rate borrowings. The margin is based upon the then current availability under the facility. As of January 31, 2015, the Company had $17.0 million outstanding under the facility and $35.1 million of availability was utilized to support outstanding letters of credit. Taking into account the borrowing base requirements (including reduction for amounts outstanding under the trade payable program), as of January 31, 2015 there was $138.4 million of availability remaining under the facility.

Other Matters

        The Company's debt agreements require compliance with covenants. The most restrictive of these covenants, an earnings before interest, taxes, depreciation and amortization ("EBITDA") requirement, is triggered if the Company's availability under its Revolving Credit Agreement plus unrestricted cash drops below $50.0 million. As of January 31, 2015, the Company was in compliance with all financial covenants contained in its debt agreements. The weighted average interest rate on all debt borrowings during fiscal 2014 and 2013 was 4.1% and 4.9%, respectively.

        The Company has a trade payable program with availability up to $200.0 million which is funded by various bank participants who have the ability, but not the obligation, to purchase account receivables owed by the Company directly from suppliers. The Company, in turn, makes the regularly scheduled full supplier payments to the bank participants. The outstanding balance under the program was $140.9 million and $129.8 million under the program as of January 31, 2015 and February 1, 2014, respectively.

        The Company has letter of credit arrangements in connection with its risk management and import merchandising programs. The Company had $8.1 million and $13.9 million outstanding commercial letters of credit as of January 31, 2015 and February 1, 2014, respectively. The Company was contingently liable for $27.0 million and $30.9 million in outstanding standby letters of credit as of January 31, 2015 and February 1, 2014, respectively.

        The Company is also contingently liable for surety bonds in the amount of approximately $12.8 million and $10.6 million as of January 31, 2015 and February 1, 2014, respectively. The surety bonds guarantee certain payments (for example utilities, easement repairs, licensing requirements and customs fees).

        The annual maturities of long-term debt, for the next five fiscal years are:

                                                                                                                                                                                    

(dollar amounts in thousands)

 

Long-Term Debt

 

Fiscal Year

 

 

 

 

2015

 

$

2,000 

 

2016

 

 

19,000 

 

2017

 

 

2,000 

 

2018

 

 

190,000 

 

2019

 

 

 

Thereafter

 

 

—  

 

​  

​  

Total

 

$

213,000 

 

​  

​  

​  

​  

​  

        Interest rates that are currently available to the Company for issuance of debt with similar terms and remaining maturities are used to estimate fair value for debt obligations and are considered a level 2 measure under the fair value hierarchy. The estimated fair value of long-term debt including current maturities was $211.0 million and $203.7 million as of January 31, 2015 and February 1, 2014, respectively.