Long-Term Debt | 3 Months Ended |
4-May-14 |
Long-Term Debt | ' |
Note 3: Long-Term Debt |
Long-term debt consisted of the following: |
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| | May 4, 2014 | | | February 2, 2014 | |
Senior secured credit facility—term | | $ | 144,000 | | | $ | 144,375 | |
Senior notes | | | 200,000 | | | | 200,000 | |
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Total debt outstanding | | | 344,000 | | | | 344,375 | |
Unamortized debt discount | | | (489 | ) | | | (550 | ) |
Less current installments | | | (1,500 | ) | | | (1,500 | ) |
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Long-term debt, less current installments, net of unamortized discount | | $ | 342,011 | | | $ | 342,325 | |
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Senior Secured Credit Facility — Our senior secured credit facility, as amended, provides (a) a $150,000 term loan facility with a maturity date of June 1, 2016, and (b) a $50,000 revolving credit facility with a maturity date of June 1, 2015. The $50,000 revolving credit facility includes (i) a $20,000 letter of credit sub-facility (ii) a $5,000 swingline sub-facility and (iii) a $1,000 (in US Dollar equivalent) sub-facility available in Canadian dollars to the Company’s Canadian subsidiary. The revolving credit facility is available to provide financing for general purposes. As of May 4, 2014, we had no borrowings under the revolving credit facility, borrowings of $144,000 ($143,511, net of discount) under the term facility and $5,822 in letters of credit outstanding. |
The interest rates per annum applicable to loans, other than swingline loans, under our senior secured credit facility are currently set based on a defined Eurodollar rate plus an applicable margin. Swingline loans bear interest at a base rate plus an applicable margin. We believe that the carrying amount of our term credit facility approximates its fair value because the interest rates are adjusted regularly based on current market conditions. The interest rate on the term loan facility at May 4, 2014 was 4.5%. The fair value of the Company’s senior secured credit facility was determined to be a Level Two instrument as defined by GAAP. |
The senior secured credit facility requires compliance with financial covenants including a minimum fixed charge coverage ratio test and a maximum leverage ratio test. The Company is required to maintain a minimum fixed charge coverage ratio of 1.20:1.00 and a maximum leverage ratio of 3.75:1.00 as of May 4, 2014. In addition, the senior secured credit facility includes negative covenants restricting or limiting, D&B Holdings, Dave & Buster’s and its subsidiaries’ ability to, among other things, incur additional indebtedness, pay dividends, make capital expenditures and sell or acquire assets. Virtually all of the Company’s assets are pledged as collateral for the senior secured credit facility. |
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As of May 4, 2014, we have had no draws on our revolving credit facility and outstanding letters of credit have not exceeded $12,000, and as such in accordance with the terms of the first amendment to the senior secured credit facility, we were not required to maintain financial ratios under our senior secured credit facility. |
The second amendment to the senior secured credit facility provides for a reduction in the applicable term loan margin if our consolidated leverage ratio is less than 2.75:1.00 effective for periods subsequent to fiscal 2013. As of May 4, 2014, our consolidated leverage was 2.41:1.00. Effective May 7, 2014, our interest rate on the term loan facility was reduced to 4.25%. |
Our senior secured credit facility also contains certain customary representations and warranties, affirmative covenants and events of default. If an event of default occurs, the lenders under the senior secured credit facility would be entitled to take various actions, including acceleration of amounts due under the senior secured credit facility and all other actions permitted to be taken by a secured creditor. |
Senior notes — Our senior notes are general unsecured, unsubordinated obligations of the Company and mature on June 1, 2018. Interest on the notes is paid semi-annually and accrues at the rate of 11.0% per annum. On or after June 1, 2014, the Company may redeem all, or from time-to-time, a part of the senior notes at redemption prices (expressed as a percentage of principal amount) ranging from 105.5% to 100.0% plus accrued and unpaid interest. As of May 4, 2014, our $200,000 of senior notes had an approximate fair value of $211,300 based on quoted market price. The fair value of the Company’s senior notes was determined to be a Level One instrument as defined by GAAP. |
The senior notes restrict the Company’s ability to incur indebtedness, outside of the senior secured credit facility, unless the consolidated coverage ratio exceeds 2.00:1.00 or other financial and operational requirements are met. Additionally, the terms of the senior notes restrict the Company’s ability to make certain payments to affiliated entities. The Company was in compliance with the debt covenants as of May 4, 2014. |
Future debt obligations — The following table sets forth our future debt principal payment obligations as of May 4, 2014 (excluding repayment obligations under the revolving portion of our senior secured credit facility). |
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| | Debt Outstanding | | | | | |
as of May 4, 2014 | | | | |
1 year or less | | $ | 1,500 | | | | | |
2 years | | | 1,500 | | | | | |
3 years | | | 141,000 | | | | | |
4 years | | | — | | | | | |
5 years | | | 200,000 | | | | | |
Thereafter | | | — | | | | | |
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Total future payments | | $ | 344,000 | | | | | |
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The following tables set forth our recorded interest expense, net: |
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| | | | | | | | |
| | Thirteen Weeks | | | Thirteen Weeks | |
| | Ended | | | Ended | |
| | May 4, 2014 | | | May 5, 2013 | |
Debt-based interest expense | | $ | 7,063 | | | $ | 7,689 | |
Amortization of issuance cost and discount | | | 632 | | | | 576 | |
Interest income | | | (68 | ) | | | (82 | ) |
Less capitalized interest | | | (106 | ) | | | (41 | ) |
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Total interest expense, net | | $ | 7,521 | | | $ | 8,142 | |
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Our senior secured credit facility requires us to make mandatory debt prepayments to the extent that we have excess cash flow, as defined by the facility, in any completed fiscal year. On May 5, 2014, we made a $491 debt prepayment based on our fiscal 2013 excess cash flow. The excess cash flow prepayment represented early payment of $375 in principal which is due on July 31, 2014 and $116 in principal which is due on October 31, 2014. |