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Debt
9 Months Ended
Oct. 29, 2011
Debt/Mortgage Debt [Abstract]  
DEBT

5. DEBT

On December 7, 2011, the Company entered into a new five-year, $100 million revolving credit facility with Wells Fargo Capital Finance (“New Credit Facility”), which replaced the Company’s previous revolving credit facility with JPMorgan Chase (“Former Credit Facility”). Additionally, the Company entered into a new five-year, $60 million term loan (“Senior Secured Term Loan”), funded by an affiliate of Golden Gate Capital. In conjunction with the Senior Secured Term Loan, the Company issued convertible preferred stock with a liquidation value of $0.1 million to an affiliate of Golden Gate Capital, which gives that affiliate the right to purchase up to 13.5 million shares of the Company’s common stock, representing 19.9% of the Company’s outstanding common stock (16.7% on a fully-diluted basis). The convertible preferred stock has an exercise price of $1.75. See Note 13, Subsequent Events.

 

As of the end of the current quarter, the Former Credit Facility was set to expire on April 29, 2013 and provided for a secured revolving line of credit of up to $150 million that could be increased to up to $225 million subject to lender approval. Extensions of credit under the Former Credit Facility were limited to a borrowing base consisting of specified percentages of eligible categories of assets, primarily cash and inventory (generally, 75% of inventories). The Former Credit Facility was available for direct borrowing and, subject to borrowing base availability ($80 million at October 29, 2011), up to $75 million was available for the issuance of letters of credit and up to $15 million was available for swing-line loans. The Former Credit Facility was secured by cash, cash equivalents, deposit accounts, securities accounts, credit card receivables and inventory. Direct borrowings under the Former Credit Facility bore interest at the administrative agent’s alternate base rate (as defined, 3.75% at October 29, 2011) or at optional interest rates that was primarily dependent upon LIBOR or the federal funds effective rate for the time period chosen. At October 29, 2011, the Company had no direct borrowings and $26 million in letters of credit outstanding under the Former Credit Facility resulting in remaining availability of $54 million. However, subsequent to quarter end, the Company borrowed approximately $20 million under the Former Credit Facility to fund temporary working capital needs.

The Company was not subject to any financial covenant restrictions under the Former Credit Facility unless total remaining borrowing availability under the Former Credit Facility fell below $15 million at any point in time, or 10% of the aggregate lender commitments in the event the Former Credit Facility was increased beyond $150 million. The Company was restricted from incurring additional indebtedness or liens in excess of certain levels specified by the Former Credit Facility. In general, the Company was not allowed to incur additional secured indebtedness, but could obtain unsecured indebtedness outside of the Former Credit Facility up to $150 million. Additionally, the Former Credit Facility contained specific limits on particular kinds of indebtedness, as defined in the Former Credit Facility agreement, and such agreement contained other typical affirmative and negative covenants, such as obligations to deliver financial statements, provide certain notices, comply with laws, and not enter into certain transactions or make certain payments without the consent of the lenders.

We evaluate cash flow from operations, liquidity and working capital to determine our short-term operational financing needs. Based on the availability under the New Credit Facility and the funds received upon closing of the Senior Secured Term Loan, the Company believes that it will be able to meet its operating and capital expenditure needs for the next twelve months. The $20 million borrowed on the Former Credit Facility was re-paid at the closing of the Senior Secured Term Loan on December 7, 2011.