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Debt Obligations
12 Months Ended
Feb. 02, 2019
Debt Disclosure [Abstract]  
Debt Obligations

D. DEBT OBLIGATIONS

Credit Agreement with Bank of America, N.A.

On May 24, 2018, the Company entered into the Seventh Amended and Restated Credit Agreement with Bank of America, N.A., as agent, providing for a secured $140.0 million credit facility (the “Credit Facility”).  The Credit Facility replaced the Company’s previous credit facility with Bank of America.

The Credit Facility continues to provide maximum committed borrowings of $125.0 million in revolver loans, with the ability, pursuant to an accordion feature, to increase the Credit Facility by an additional $50.0 million upon the request of the Company and the agreement of the lender(s) participating in the increase (the “Revolving Facility”). There were no changes to the sublimit of $20.0 million for commercial and standby letter of credits or the sublimit of up to $15.0 million for swingline loans. The Company’s ability to borrow under the Credit Facility (the “Loan Cap”) is determined using an availability formula based on eligible assets. The Credit Facility requires the Company to maintain a minimum consolidated fixed charge coverage ratio of 1.0:1.0 if its excess availability under the Credit Facility fails to be equal to or greater than the greater of 10% of the Loan Cap and $7.5 million. The maturity date of the Credit Facility was extended from October 29, 2019 to May 24, 2023. The Company’s obligations under the Credit Facility are secured by a lien on substantially all of its assets.

 

The Credit Facility includes a new $15.0 million “first in, last out” (FILO) term facility (the “FILO Loan”), which is discussed below under long-term debt.

 

Borrowings made pursuant to the Revolving Facility will bear interest, calculated under either the Federal Funds rate or the LIBOR rate, at a rate equal to the following: (a) the Federal Funds rate plus a varying percentage based on the Company’s excess availability, of either 0.25% or 0.50%, or (b) the LIBOR rate (the Company being able to select interest periods of 1 week, 1 month, 2 months, 3 months or 6 months) plus a varying percentage based on the Company’s excess availability, of either 1.25% or 1.50%.

At February 2, 2019, the Company had outstanding borrowings under the Revolving Facility of $42.3 million, before unamortized debt issuance costs of $0.4 million. Outstanding standby letters of credit were $2.9 million and outstanding documentary letters of credit were $1.5 million. Unused excess availability at February 2, 2019 was $45.6 million. Average monthly borrowings outstanding under the previous credit facility and the new Revolving Facility during fiscal 2018 were $54.1 million, resulting in an average unused excess availability of approximately $37.8 million.

The Company is also subject to an unused line fee of 0.25%. In connection with the Credit Facility, the Company wrote-off $0.1 million of unamortized debt issuance costs. At February 2, 2019, the Company’s prime-based interest rate was 5.75%. At February 2, 2019, the Company had approximately $36.0 million of its outstanding borrowings in LIBOR-based contracts with an interest rate of 3.69%. The LIBOR-based contracts expired on February 7, 2019. When a LIBOR-based borrowing expires, the borrowings revert back to prime-based borrowings unless the Company enters into a new LIBOR-based borrowing arrangement.

 The fair value of the amount outstanding under the Revolving Facility at February 2, 2019 approximated the carrying value.

Long-Term Debt

Components of long-term debt are as follows:

 

(in thousands)

 

February 2, 2019

 

 

February 3, 2018

 

FILO loan

 

$

15,000

 

 

$

 

Equipment financing notes

 

 

 

 

 

501

 

Term loan, due 2019

 

 

 

 

 

11,750

 

Less: unamortized debt issuance costs

 

 

(243

)

 

 

(190

)

Total long-term debt

 

 

14,757

 

 

 

12,061

 

Less: current portion of long-term debt

 

 

 

 

 

1,392

 

Long-term debt, net of current portion

 

$

14,757

 

 

$

10,669

 

 

FILO Loan

The total borrowing capacity under the FILO loan is based on a borrowing base, generally defined as a specified percentage of the value of eligible accounts, including certain trade names, that step down over time, plus a specified percentage of the value of eligible inventory that steps down over time. There can be no voluntary prepayments on the FILO loan during the first year.  After its one-year anniversary, the FILO loan can be repaid, in whole or in part, subject to certain payment conditions.  The term loan expires on May 24, 2023, if not repaid in full prior to that date.

Borrowings made under the FILO loan will bear interest, calculated under either the Federal Funds rate or the LIBOR rate, at a rate equal to the following: (a) the Federal Funds rate plus a varying percentage based on the Company’s excess availability, of either 1.75% or 2.00% or (b) the LIBOR rate (the Company being able to select interest periods of 1 week, 1 month, 2 months, 3 months or 6 months) plus a varying percentage based on the Company’s excess availability, of either 2.75% or 3.00%.  At February 2, 2019, the outstanding balance of $15.0 million was in a 2-month LIBOR-based contract with an interest rate of 5.29%.  The LIBOR-based contract expired on February 7, 2019. When a LIBOR-based borrowing expires, the Company can enter into a new LIBOR-based borrowing arrangement.

Equipment Financing Loans

Pursuant to a Master Loan and Security Agreement with Banc of America Leasing & Capital, LLC, dated July 20, 2007 and amended September 30, 2013 (the “Master Agreement”), the Company entered into twelve equipment security notes between September 2013 and June 2014 (in aggregate, the “Notes”), whereby the Company borrowed an aggregate of $26.4 million. The Notes were for a term of 48 months and accrued interest at fixed rates ranging from 3.07% to 3.50%.

The Company repaid, in full, without penalty, the remaining outstanding balance on the Notes during the second quarter of fiscal 2018.  

Term Loan

On October 30, 2014, the Company entered into a $15 million senior secured term loan facility with Wells Fargo Bank, National Association as administrative and collateral agent (the “Term Loan Facility”). The effective date of the Term Loan Facility was October 29, 2014 (the “Effective Date”). Interest on the Term Loan Facility was at a rate per annum equal to the greater of (a) 1.00% and (b) the one month LIBOR rate, plus 6.50%. In connection with the Credit Facility, discussed above, on May 24, 2018 this Term Loan Facility was repaid in full, without penalty. In connection with the repayment, the Company wrote-off approximately $0.1 million in unamortized debt issuance costs associated with this Term Loan Facility.

Long-term debt maturities

Annual maturities of long-term debt for the next five fiscal years are as follows:

 

 

 

(in thousands)

 

 

 

 

 

 

Fiscal 2019

 

$

 

Fiscal 2020

 

 

 

Fiscal 2021

 

 

 

Fiscal 2022

 

 

 

Fiscal 2023

 

 

15,000

 

The Company paid interest and fees totaling $3.0 million, $3.2 million and $2.8 million for fiscal 2018, 2017 and 2016, respectively.