Long-Term Debt | 6 Months Ended |
Aug. 03, 2014 |
Long-Term Debt [Abstract] | ' |
Long-Term Debt | ' |
(8) | Long-Term Debt |
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On July 21, 2011, we entered into a five-year revolving Credit Agreement (the “Credit Agreement”) with Wells Fargo Bank, National Association and Wells Capital Finance, LLC (collectively “Wells Fargo”). The $120.0 million Credit Agreement replaced our previous $120.0 million credit facility with Bank of America, N.A. and Wells Fargo Retail Finance, LLC. Additional costs paid to Wells Fargo in connection with the new facility were $0.5 million. Those fees have been deferred and amortize over an extended term through 2019 as set out in the Amended and Restated Credit Agreement effective May 30, 2014 (the “Amended Credit Agreement”) with Wells Fargo. Loan advances are secured by a security interest in our inventory and credit card receivables. |
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Based on our average excess availability, the amount advanced to us on any base rate loan bears interest at the highest of (a) the rate of interest in effect for such day as publicly announced from time to time by Wells Fargo as its “prime rate”; (b) the Federal Funds Rate for such day, plus 1.0%; and (c) the LIBO Rate for a 30 day interest period as determined on such day, plus 2.0%. Amounts advanced with respect to any LIBO Borrowing for any Interest Period (as those terms are defined in the Credit Agreement) shall bear interest at an interest rate per annum (rounded upwards, if necessary, to the next 1/16 of one percent) equal to (a) the LIBO Rate for such Interest Period multiplied by (b) the Statutory Reserve Rate (as defined in the Credit Agreement). The Credit Agreement contains various restrictions that are applicable when outstanding borrowings reach certain thresholds, including limitations on additional indebtedness, prepayments, acquisition of assets, granting of liens, certain investments and payment of dividends. |
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On February 6, 2013, we entered into a First Amendment (the “Amendment”) to the Credit Agreement, to permit us to repurchase, redeem or otherwise acquire our shares of the capital stock and warrants, options or other rights of a person to purchase our capital stock, not to exceed $1.0 million in the aggregate in each fiscal year. |
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On November 22, 2013, we requested an increase to the revolving credit commitments available to us by $10.0 million, from $120.0 million to $130.0 million. |
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On May 30, 2014, we entered into the Amended Credit Agreement with Wells Fargo. The Amended Credit Agreement amended and restated the Credit Agreement and provided for the extension of credit to us in an aggregate principal amount of up to $142.5 million. The Amended Credit Agreement is for an extended term through 2019 and provides access to additional net availability of approximately $12.5 million, consisting of revolving credit commitments of $125.0 million, a $5.0 million real estate term loan bearing interest at the higher of (a) the base rate in effect at such time, plus 2.0%; or (b) 4.0%, secured by certain assets including five properties, and a $12.5 million term loan bearing interest at the higher of (a) the base rate in effect at such time, plus 2.0%; or (b) 6.0%, providing expanded access to inventory assets. In connection with the Amended Credit Agreement, we pledged certain collateral to Wells Fargo under the terms of an Amended and Restated Security Agreement that was executed as part of the closing on the Amended Credit Agreement on May 30, 2014 (the “Amended Security Agreement”). Under the Amended Credit Agreement, quarterly principal payments on the real estate loan and the term loan are $250,000 and $312,500, respectively. The interest rates on the outstanding real estate loan and term loan at August 3, 2014 were 6.0% and 8.0%, respectively. Additional costs paid to Wells Fargo in connection with the Amended Credit Agreement were $0.8 million. Those fees have been deferred and will be amortized over the extended term through 2019. |
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On September 4, 2014, we entered into a First Amendment and Waiver to Credit Agreement (the "First Amendment") with Wells Fargo. The First Amendment contains a waiver of the event of default that occurred as a result of a "Change of Control" as defined in the Amended and Restated Credit Agreement as a result of the election of our new Board of Directors. The First Amendment also increased the early termination fees payable if the Termination Date occurs prior to the May 30, 2019 scheduled maturity date of the Amended Credit Agreement. The Termination Date may occur prior to May 30, 2019 if the obligations under the Amended Credit Agreement are accelerated and the revolving credit commitments are terminated following an event of default under the Amended Credit Agreement, or if we terminate the aggregate revolving commitments by notice to Wells Fargo. Under the First Amendment, quarterly principal payments on the real estate term loan increased from $250,000 to $300,000, quarterly principal payments on the term loan increased from $312,500 to $400,000 for the payment dates occurring on November 1, 2014 through August 1, 2015, and the early termination fees we must pay Wells Fargo for the account of each lender, if the Termination Date occurs before May 30, 2019, increased from (i) 0.50% to 3.00% of the revolving credit commitments during the period prior to the first anniversary of the First Amendment, (ii) 0.25% to 2.00% of the revolving credit commitments during the period between the first anniversary and on or prior to the second anniversary of the First Amendment and (iii) 0.00% to 1.00% of the revolving credit commitments during the period between the second and on or prior to the third anniversary of the First Amendment. In addition, our term loan prepayment fee for any unscheduled payment or any prepayment of our term loan (i) increased from 3.00% to 4.00% of the principal amount of the term loan so repaid or prepaid during the period prior to the first anniversary of the First Amendment, (ii) remained at 2.00% of the principal amount of the term loan so repaid or prepaid during the period between the first anniversary and on or prior to the second anniversary of the First Amendment, and (iii) increased from 0.00% to 1.00% of the principal amount of the term loan so repaid or prepaid during the period between the second anniversary and on or prior to the third anniversary of the First Amendment. In addition, the First Amendment adds a real estate term loan prepayment fee with respect to any unscheduled payment or any prepayment of the real estate term loan in an amount equal to (i) 3.00% of the principal amount of the real estate term loan so repaid or prepaid during the period prior to the first anniversary of the First Amendment, (ii) 2.00% of the principal amount of the real estate term loan so repaid or prepaid during the period between the first anniversary and on or prior to the second anniversary of the First Amendment, and (iii) 1.00% of the principal amount of the real estate term loan so repaid or prepaid during the period between the second anniversary and on or prior to the third anniversary of the First Amendment. |
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The First Amendment also amends the Amended Credit Agreement to provide that a “Cash Dominion Event” occurs on the effective date of the First Amendment. Such Cash Dominion Event is deemed to continue unless and until Wells Fargo and the lenders otherwise consent. Under our blocked account agreements with Wells Fargo, during the continuance of a Cash Dominion Event, we are required to transfer daily all our cash receipts and collections, including all cash receipts from the sale of inventory and the proceeds of all credit card charges, to a concentration account controlled by Wells Fargo. Such receipts and collections are applied to prepay our revolving credit loans and swing line loans, cash collateralize our undrawn amounts available to be drawn under our outstanding letters of credit, prepay our real estate term loan and to prepay the term loan. As a result of the Cash Dominion Event, the amount outstanding under the revolving loan is now accounted for as a short term obligation. |
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The First Amendment increases the applicable margin for LIBOR revolving loans and base rate revolving loans where our average daily uncapped excess availability is less than $15,000,000 from 2.25% to 2.50% and from 1.25% to 1.50%, respectively. Our uncapped excess availability is an amount equal to the revolving borrowing base minus the aggregate total amount of all revolving credit loans, swing line loans and letter of credit obligations. Under the First Amendment, the revolving borrowing base is amended to mean an amount equal to (i) the face amount of eligible credit card receivables times the credit card advance rate, plus (ii) the cost of eligible inventory, net of inventory reserves, time the appraisal percentage of the appraised value of eligible inventory, minus (iii) the real estate term loan reserve, minus (iv) the term loan reserve, minus (v) prior to an equity contribution of at least $10,000,000 to us, the availability block, minus (vi) the amount of availability reserves. The First Amendment amended the definition of revolving borrowing base to include the deduction for the availability block, defined to mean $500,000 on the date of the First Amendment, and increasing by $500,000 on the first business day of each week thereafter, up to an aggregate of $5,000,000. The First Amendment also increases the number of discretionary appraisals of eligible real estate Wells Fargo can undertake from two to three each fiscal year, and the number of commercial finance examinations Wells Fargo may undertake from two to three each fiscal year. The First Amendment also adds covenants that we retain Deloitte Consulting LLP or another financial advisor acceptable to Wells Fargo, and that we deliver to Wells Fargo and updated budget, analyzed by Deloitte Consulting LLP. |
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Notes payable outstanding at August 3, 2014 under the revolving loan, the mortgage financing and the term loan aggregated $91.8 million and notes payable outstanding at February 2, 2014 under the Credit Agreement aggregated $92.5 million. Wells Fargo issued letters of credit aggregating $11.1 million and $9.1 million, respectively, at such dates on our behalf. The interest rates on the outstanding borrowings at August 3, 2014 were 2.19% on $65.0 million of the outstanding revolving loan and 4.25% on the remaining $9.8 million of the outstanding revolving loan. The interest rate on the mortgage financing was 6.0% with an outstanding balance of $4.8 million and the interest rate on the term loan is 8.0% with an outstanding balance of $12.2 million. We had additional borrowings available at August 3, 2014 under the revolving loan credit agreement of approximately $17.6 million. |
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The interest rates on the revolving notes payable outstanding at August 3, 2014 were 2.19% on $65.0 million of the outstanding balance and 4.25% on the remaining $9.8 million. Interest rates on the mortgage financing and term loan are 6.0% and 8.0%, respectively.We entered into an equipment financing arrangement with Jules & Associates, Inc. which was finalized on February 3, 2014 whereby certain equipment was sold and subsequently leased back. We account for the equipment subject to lease as an asset and the lease payments as financing obligation. As of August 3, 2014, the outstanding balance on the financing obligation was $2.1 million and the implicit interest rate was 22.6%. |
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Interest expense on notes payable and long-term debt, excluding capital lease obligations and amortization of debt financing costs, aggregated $1.1 million and $0.6 million during the second quarter of fiscal 2015 and fiscal 2014, respectively. Interest expense on notes payable and long-term debt, excluding capital lease obligations and amortization of debt financing costs, aggregated $1.7 million and $1.2 million during the twenty-six weeks ended August 3, 2014 and August 4, 2013, respectively. |