Credit Agreements | Credit Agreements The Company's long-term credit facilities consist of: July 30, 2016 January 30, 2016 PNC Credit Facility PNC revolving loan due May 1, 2020, principal amount $ 59,900,000 $ 59,900,000 PNC term loan due May 1, 2020, principal amount 11,709,000 12,780,000 Less unamortized debt issuance costs (222,000 ) (266,000 ) PNC term loan due May 1, 2020, carrying amount 11,487,000 12,514,000 GACP Credit Agreement GACP term loan due March 9, 2021, principal amount 16,717,000 — Less unamortized debt issuance costs (1,345,000 ) — GACP term loan due March 9, 2021, carrying amount 15,372,000 — Total long-term credit facilities 86,759,000 72,414,000 Less current portion of long-term credit facilities (2,993,000 ) (2,143,000 ) Long-term credit facilities, excluding current portion $ 83,766,000 $ 70,271,000 PNC Credit Facility On February 9, 2012, the Company entered into a credit and security agreement (as amended on March 10, 2016, the "PNC Credit Facility") with PNC Bank, N.A. ("PNC"), a member of The PNC Financial Services Group, Inc., as lender and agent. The PNC Credit Facility, which includes The Private Bank as part of the facility, provides a revolving line of credit of $90.0 million and provides for a $15.0 million term loan on which the Company has drawn to fund improvements at the Company's distribution facility in Bowling Green, Kentucky. The PNC Credit Facility also provides an accordion feature that would allow the Company to expand the size of the revolving line of credit by another $25.0 million at the discretion of the lenders and upon certain conditions being met. All borrowings under the PNC Credit Facility mature and are payable on May 1, 2020. Subject to certain conditions, the PNC Credit Facility also provides for the issuance of letters of credit in an aggregate amount up to $6.0 million which, upon issuance, would be deemed advances under the PNC Credit Facility. Maximum borrowings and available capacity under the revolving line of credit under the PNC Credit Facility are equal to the lesser of $90.0 million or a calculated borrowing base comprised of eligible accounts receivable and eligible inventory. The PNC Credit Facility is secured by a first security interest in substantially all of the Company’s personal property, as well as the Company’s real properties located in Eden Prairie, Minnesota and Bowling Green, Kentucky up to $13 million . Under certain circumstances, the borrowing base may be adjusted if there were to be a significant deterioration in value of the Company’s accounts receivable and inventory. The revolving line of credit under the PNC Credit Facility bears interest at LIBOR plus a margin of between 3% and 4.5% based on the Company's trailing twelve-month reported EBITDA (as defined in the PNC Credit Facility) measured quarterly in fiscal 2016 and semi-annually thereafter as demonstrated in its financial statements. The term loan bears interest at either a LIBOR rate or a base rate plus a margin consisting of between 4% and 5% on Base Rate term loans and 5% to 6% on LIBOR rate loans based on our annual leverage ratio as demonstrated in its audited financial statements. As of July 30, 2016 , the Company had borrowings of $59.9 million under its revolving credit facility. Remaining available capacity under the revolving credit facility as of July 30, 2016 is approximately $11.1 million , and provides liquidity for working capital and general corporate purposes. The PNC Credit Facility also provides for a $15.0 million term loan on which the Company has drawn to fund an expansion at the Company's distribution facility in Bowling Green, Kentucky. As of July 30, 2016 , there was approximately $11.7 million outstanding under the PNC Credit Facility term loan of which $2.1 million was classified as current in the accompanying balance sheet. Principal borrowings under the term loan are to be payable in monthly installments over an 84 month amortization period commencing on January 1, 2015 and are also subject to mandatory prepayment in certain circumstances, including, but not limited to, upon receipt of certain proceeds from dispositions of collateral. Borrowings under the term loan are also subject to mandatory prepayment starting in the fiscal year ended January 30, 2016 in an amount equal to fifty percent ( 50% ) of excess cash flow for such fiscal year, with any such payment not to exceed $2.0 million in any such fiscal year. The PNC Credit Facility is also subject to other mandatory prepayment in certain circumstances. In addition, if the total PNC Credit Facility is terminated prior to maturity, the Company would be required to pay an early termination fee of 3.0% if terminated on or before October 8, 2016; 1.0% if terminated on or before October 8, 2017, 0.5% if terminated on or before October 8, 2018; and no fee if terminated after October 8, 2018. As of July 30, 2016 , the imputed effective interest rate on the PNC term loan was 7.3% . Interest expense recorded under the PNC Credit Facility for the three- and six-month periods ended July 30, 2016 was $1,010,000 and $1,867,000 , respectively, and $668,000 and $1,260,000 for the three- and six-month periods ended August 1, 2015, respectively. The PNC Credit Facility contains customary covenants and conditions, including, among other things, maintaining a minimum of unrestricted cash plus facility availability of $10.0 million at all times and limiting annual capital expenditures. As our unused line availability was greater than $10.0 million at July 30, 2016 , no additional cash was required to be restricted. Certain financial covenants, including minimum EBITDA levels (as defined in the PNC Credit Facility) and a minimum fixed charge coverage ratio of 1.1 to 1.0 , become applicable only if unrestricted cash plus facility availability falls below $18.0 million . As of July 30, 2016 , the Company's unrestricted cash plus facility availability was $50.7 million and the Company was in compliance with applicable financial covenants of the PNC Credit Facility and expects to be in compliance with applicable financial covenants over the next twelve months. In addition, the PNC Credit Facility places restrictions on the Company’s ability to incur additional indebtedness or prepay existing indebtedness, to create liens or other encumbrances, to sell or otherwise dispose of assets, to merge or consolidate with other entities, and to make certain restricted payments, including payments of dividends to common shareholders. Costs incurred to obtain amendments to the PNC Credit Facility totaling $1,181,000 and unamortized costs incurred to obtain the original PNC Credit Facility totaling $466,000 have been deferred and are being expensed as additional interest over the five -year term of the PNC Credit Facility. Great American Capital Partners Credit Agreement On March 10, 2016, the Company entered into a term loan credit and security agreement (the "GACP Credit Agreement") with GACP Finance Co., LLC ("GACP") for a term loan of $17.0 million . Proceeds from the GACP Credit Agreement will be used to provide for working capital and general corporate purposes and to help strengthen the Company's total liquidity position. The term loan under the GACP Credit Agreement (the "GACP Term Loan") is secured on a first lien priority basis by the proceeds of any sale of the Company's Boston television station FCC license and on a second lien priority basis by the Company's accounts receivable, equipment, inventory and certain real estate as well as other assets as described in the GACP Credit Agreement. The Company has also pledged the stock of certain subsidiaries to secure such obligations on a second lien priority basis. The GACP Credit Agreement matures on March 9, 2021. The GACP Term Loan bears interest at either (i) a fixed rate based on the greater of LIBOR for interest periods of one , two or three months or 1% plus a margin of 11.0% , or (ii) a daily floating Alternate Base Rate plus a margin of 10.0% . As of July 30, 2016 , the imputed effective interest rate on the GACP term loan was 14.0% . Principal borrowings under the GACP Term Loan are to be payable in consecutive monthly installments of $70,833 each, commencing on April 1, 2016, with a final installment due at the end of the five - year term equal to the aggregate principal amount of all loans outstanding on such date. The GACP Term Loan is also subject to mandatory prepayment in certain circumstances, including, but without limitation, from the proceeds of the sale of collateral assets and from 50% of annual excess cash flow as defined in the GACP Credit Agreement. The GACP Term Loan can be prepaid voluntarily at any time and, if terminated prior to maturity, the Company would be required to pay an early termination fee of 3.0% if terminated on or before March 10, 2017; 2.0% if terminated on or before March 10, 2018; 1.0% if terminated on or before March 10, 2019; and no fee if terminated after March 10, 2019. Interest expense recorded under the GACP Credit Agreement was $592,000 and $934,000 for the three and six-month periods ended July 30, 2016. The GACP Credit Agreement contains customary covenants and conditions, including, among other things, maintaining a minimum of unrestricted cash plus revolving line of credit availability under the PNC Credit Facility of $10.0 million at all times and limiting annual capital expenditures. Certain financial covenants, including minimum EBITDA levels (as defined in the GACP Credit Agreement) and a minimum fixed charge coverage ratio of 1.1 to 1.0 , become applicable only if unrestricted cash plus revolving line of credit availability under the PNC Credit Facility falls below $18.0 million . In addition, the GACP Credit Agreement places restrictions on the Company’s ability to incur additional indebtedness or prepay existing indebtedness, to create liens or other encumbrances, to sell or otherwise dispose of assets, to merge or consolidate with other entities, and to make certain restricted payments, including payments of dividends to common shareholders. Costs incurred to obtain the GACP Credit Agreement totaling $1,476,000 have been deferred and are being expensed as additional interest over the five -year term of the GACP Credit Agreement. The aggregate maturities of the Company's long-term credit facilities as of July 30, 2016 are as follows: PNC Credit Facility Fiscal year Term loan Revolving loan GACP Term Loan Total 2016 $ 1,072,000 $ — $ 424,000 $ 1,496,000 2017 2,321,000 — 921,000 3,242,000 2018 2,143,000 — 850,000 2,993,000 2019 1,964,000 — 780,000 2,744,000 2020 4,209,000 59,900,000 850,000 64,959,000 2021 — — 12,892,000 12,892,000 $ 11,709,000 $ 59,900,000 $ 16,717,000 $ 88,326,000 |