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Long-term debt and revolving lines of credit
12 Months Ended
Mar. 28, 2020
Long-term debt and revolving lines of credit  
Long-term debt and revolving lines of credit

4. Long‑term debt and revolving lines of credit

Long‑term debt and revolving lines of credit consist of the following:

 

 

 

 

 

 

 

 

 

 

March 28,

 

March 30,

 

 

    

2020

    

2019

 

Senior secured term loan facility

 

$

252,282

 

$

257,391

 

2014 Elfa revolving credit facility

 

 

 —

 

 

5,511

 

2019 Elfa term loan facility

 

 

9,050

 

 

 —

 

2019 Elfa revolving credit facility

 

 

 —

 

 

 —

 

Obligations under finance leases

 

 

274

 

 

494

 

Revolving credit facility

 

 

78,000

 

 

12,000

 

Total debt

 

 

339,606

 

 

275,396

 

Less current portion

 

 

(16,002)

 

 

(12,527)

 

Less deferred financing costs (1)

 

 

(6,119)

 

 

(7,909)

 

Total long-term debt

 

$

317,485

 

$

254,960

 


(1)

Represents deferred financing costs related to our Senior Secured Term Loan Facility, which are presented net of long-term debt in the consolidated balance sheet.

Scheduled total revolving lines of credit and debt maturities for the fiscal years subsequent to March 28, 2020, are as follows:

 

 

 

 

 

Within 1 year

    

$

16,002

 

2 years

 

 

6,910

 

3 years

 

 

84,848

 

4 years

 

 

231,846

 

5 years

 

 

 —

 

Thereafter

 

 

 —

 

 

 

$

339,606

 

 

Senior Secured Term Loan Facility

On April 6, 2012, The Container Store Group, Inc., The Container Store, Inc. and certain of its domestic subsidiaries entered into a credit agreement with JPMorgan Chase Bank, N.A., as Administrative Agent and Collateral Agent, and the lenders party thereto (as amended, the “Senior Secured Term Loan Facility”). On September 14, 2018, we entered into a fifth amendment (the “Fifth Amendment”) to the Senior Secured Term Loan Facility. The Fifth Amendment amended the Senior Secured Term Loan Facility to, among other things, (i) extend the maturity date of the loans under the Senior Secured Term Loan Facility to September 14, 2023, (ii) decrease the applicable interest rate margin to 5.00% for LIBOR loans and 4.00% for base rate loans, and beginning from the date a compliance certificate is delivered to the administrative agent for the fiscal year ending March 30, 2019, allow the applicable interest rate margin to step down to 4.75% for LIBOR loans and 3.75% for base rate loans upon achievement of a consolidated leverage ratio equal to or less than 2.75:1.00, and (iii) impose a 1.00% premium if a voluntary prepayment is made from the proceeds of a repricing transaction within 12 months after September 14, 2018.

In connection with the Fifth Amendment, The Container Store, Inc. repaid $20,000 of the outstanding loans under the Senior Secured Term Loan Facility, which reduced the aggregate principal amount of the Senior Secured Term Loan Facility as of such date to $272,500.  The Company drew down a net amount of approximately $10,000 on its Revolving Credit Facility in connection with the closing of the Fifth Amendment. In addition, the Company recorded a loss on extinguishment of debt of $2,082 in the second quarter of fiscal 2018 associated with the Fifth Amendment.

Under the Senior Secured Term Loan Facility, we had $252,282 in outstanding borrowings as of March 28, 2020 and the interest rate on such borrowings is LIBOR  +5.00%, subject to a LIBOR floor of 1.00%.  The Senior Secured Term Loan Facility provides that we are required to make quarterly principal repayments of $1,703 through June 30, 2023, with a balloon payment for the remaining balance due on September 14, 2023.

The Senior Secured Term Loan Facility is secured by (a) a first priority security interest in substantially all of our assets (excluding stock in foreign subsidiaries in excess of 65%, assets of non-guarantors and subject to certain other exceptions) (other than the collateral that secures the Revolving Credit Facility described below on a first-priority basis) and (b) a second priority security interest in the assets securing the Revolving Credit Facility described below on a first-priority basis. Obligations under the Senior Secured Term Loan Facility are guaranteed by The Container Store Group, Inc. and each of The Container Store, Inc.’s U.S. subsidiaries.

The Senior Secured Term Loan Facility contains a number of covenants that, among other things, restrict our ability, subject to specified exceptions, to incur additional debt; incur additional liens and contingent liabilities; sell or dispose of assets; merge with or acquire other companies; liquidate or dissolve ourselves, engage in businesses that are not in a related line of business; make loans, advances or guarantees; engage in transactions with affiliates; and make investments. In addition, the financing agreements contain certain cross-default provisions and also require certain mandatory prepayments of the Senior Secured Term Loan Facility, among these an Excess Cash Flow (as such term is defined in the Senior Secured Term Loan Facility) requirement. As of March 28, 2020, we were in compliance with all Senior Secured Term Loan Facility covenants and no Event of Default (as such term is defined in the Senior Secured Term Loan Facility) had occurred.

Revolving Credit Facility

On April 6, 2012, The Container Store Group, Inc., The Container Store, Inc. and certain of its domestic subsidiaries entered into an asset-based revolving credit agreement with the lenders party thereto, JPMorgan Chase Bank, N.A., as Administrative Agent and Collateral Agent, and Wells Fargo Bank, National Association, as Syndication Agent (as amended, the “Revolving Credit Facility”). The maturity date of the loans under the Revolving Credit Facility is August 18, 2022.

The aggregate principal amount of the facility is $100,000. Borrowings under the Revolving Credit Facility accrue interest at LIBOR +1.25%. In addition, the Revolving Credit Facility includes an uncommitted incremental revolving facility in the amount of $50,000, which is subject to receipt of lender commitments and satisfaction of specified conditions.

In connection with the closing of the Fifth Amendment, the Company borrowed a net amount of $10,000 on the Revolving Credit Facility.

The Revolving Credit Facility provides that proceeds are to be used for working capital and other general corporate purposes, and allows for swing line advances of up to $15,000 and the issuance of letters of credit of up to $40,000.

The availability of credit at any given time under the Revolving Credit Facility is limited by reference to a borrowing base formula, which is the sum of (i) 90% of eligible credit card receivables and (ii) 90% of the appraised value of eligible inventory; minus (iii) certain availability reserves and (iv) outstanding credit extensions including letters of credit and existing revolving loans.

The Revolving Credit Facility is secured by (a) a first‑priority security interest in substantially all of our personal property, consisting of inventory, accounts receivable, cash, deposit accounts, and other general intangibles, and (b) a second‑priority security interest in the collateral that secures the Senior Secured Term Loan Facility on a first‑priority basis, as described above (excluding stock in foreign subsidiaries in excess of 65%, and assets of non‑guarantor subsidiaries and subject to certain other exceptions). Obligations under the Revolving Credit Facility are guaranteed by The Container Store Group, Inc. and each of The Container Store, Inc.’s U.S. subsidiaries.

The Revolving Credit Facility contains a number of covenants that, among other things, restrict our ability, subject to specified exceptions, to incur additional debt; incur additional liens and contingent liabilities; sell or dispose of assets; merge with or acquire other companies; liquidate or dissolve ourselves, engage in businesses that are not in a related line of business; make loans, advances or guarantees; engage in transactions with affiliates; and make investments. In addition, the financing agreements contain certain cross‑default provisions. We are required to maintain a consolidated fixed‑charge coverage ratio of 1.0 to 1.0 if excess availability is less than $10,000 at any time. As of March 28, 2020, we were in compliance with all covenants and no Event of Default (as such term is defined in the Revolving Credit Facility) had occurred.

Under the Revolving Credit Facility, provided no event of default has occurred and is continuing, The Container Store, Inc. is permitted to pay dividends to The Container Store Group, Inc., if after giving effect to such payments, on a pro forma basis, (i) availability under the Revolving Credit Facility exceeds $15,000 or (ii) availability under the Revolving Credit Facility exceeds $12,500 and the Consolidated Fixed Charge Coverage Ratio (as defined in the Revolving Credit Facility) is not less than 1.10 to 1.0, and pursuant to certain other limited exceptions.

There was $15,022 available under the Revolving Credit Facility as of March 28, 2020, based on the factors described above. Maximum borrowings, including letters of credit issued under the Revolving Credit Facility during the period ended March 28, 2020, were $118,648

2019 Elfa Senior Secured Credit Facilities

On April 1, 2014, Elfa entered into a master credit agreement with Nordea Bank AB, which consisted of a term loan facility (the “2014 Elfa Term Loan Facility”) and a revolving credit facility (the “2014 Elfa Revolving Credit Facility,” and together with the 2014 Elfa Term Loan Facility, the “2014 Elfa Facilities”). On March 18, 2019 Elfa refinanced the 2014 Elfa Facilities and entered into a master credit agreement with Nordea Bank Abp, filial i Sverige (“Nordea Bank”), which consists of (i) an SEK 110.0 million (approximately $11,095 as of March 28, 2020) revolving credit facility (the “2019 Original Revolving Facility”), (ii) upon Elfa’s request, an additional SEK 115.0 million (approximately $11,599 as of March 28, 2020) revolving credit facility (the “2019 Additional Revolving Facility” and together with the 2019 Original Revolving Facility, the “2019 Elfa Revolving Facilities”), and (iii) an uncommitted term loan facility in the amount of SEK 25.0 million (approximately $2,522 as of March 28, 2020), which is subject to receipt of Nordea Bank’s commitment and satisfaction of specified conditions (the “Incremental Term Facility”, together with the 2019 Elfa Revolving Facilities, the “2019 Elfa Senior Secured Credit Facilities”). The term for the 2019 Elfa Senior Secured Credit Facilities began on April 1, 2019 and matures on April 1, 2024. Loans borrowed under the 2019 Elfa Revolving Facilities bear interest at Nordea Bank’s base rate +1.40%. Any loan borrowed under the Incremental Term Facility would bear interest at Stibor +1.70%. 

The 2019 Elfa Senior Secured Credit Facilities are secured by the majority of assets of Elfa. The 2019 Elfa Senior Secured Credit Facilities contains a number of covenants that, among other things, restrict Elfa’s ability, subject to specified exceptions, to incur additional liens, sell or dispose of assets, merge with other companies, engage in businesses that are not in a related line of business and make guarantees. In addition, Elfa is required to maintain (i) a Group Equity Ratio (as defined in the 2019 Elfa Senior Secured Credit Facilities) of not less than 32.5% and (ii) a consolidated ratio of net debt to EBITDA (as defined in the 2019 Elfa Senior Secured Credit Facilities) of less than 3.20. As of March 28, 2020, we were in compliance with all 2019 Elfa Senior Secured Credit Facilities covenants and no Event of Default (as such term is defined in the 2019 Elfa Senior Secured Credit Facilities) had occurred.

Deferred financing costs

The Company capitalizes certain costs associated with issuance of various debt instruments. These deferred financing costs are amortized to interest expense on a straight‑line method, which is materially consistent with the effective interest method, over the terms of the related debt agreements. In fiscal 2018, the Company capitalized $2,384 of fees associated with the Fifth Amendment that will be amortized through September 14, 2023. In fiscal 2017, the Company capitalized $9,640 of fees associated with the Term Loan Amendment and $57 of fees associated with the Revolving Amendment that will be amortized through August 18, 2022.

Amortization expense of deferred financing costs was $1,862,  $2,351, and $2,664, in fiscal 2019, fiscal 2018, and fiscal 2017, respectively. The following is a schedule of amortization expense of deferred financing costs:

 

 

 

 

 

 

 

 

 

 

 

 

 

Senior Secured

 

 

 

 

 

 

 

Term Loan

 

Revolving

 

 

 

 

    

Facility

    

Credit Facility

    

Total

 

Within 1 year

 

$

1,791

 

$

71

 

$

1,862

 

2 years

 

 

1,791

 

 

71

 

 

1,862

 

3 years

 

 

1,791

 

 

28

 

 

1,819

 

4 years

 

 

746

 

 

 —

 

 

746

 

5 years

 

 

 —

 

 

 —

 

 

 —

 

Thereafter

 

 

 —

 

 

 —

 

 

 —

 

 

 

$

6,119

 

$

170

 

$

6,289