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Long-Term Debt
6 Months Ended
Aug. 01, 2020
Debt Disclosure [Abstract]  
Long-Term Debt

Note 7

Long-Term Debt

 

On March 19, 2020, Schuh Limited ("Schuh") entered into an Amendment and Restatement Agreement (the "U.K. A&R Agreement") with Lloyds Bank which amended and restated the Amendment and Restatement Agreement dated April 26, 2017.  The U.K. A&R Agreement includes only a Facility C revolving credit agreement of £19.0 million, bears interest at LIBOR plus 2.2% per annum and expires in September 2020.  We are in the process of finalizing alternative financing arrangements to replace the U.K. A&R Agreement when it expires.  The U.K. A&R Agreement contains certain covenants at the Schuh level, including a minimum interest coverage covenant of 4.50x and a maximum leverage covenant of 1.75x. The U.K. A&R Agreement is secured by a pledge of all the assets of Schuh and Schuh (ROI) Limited.  Pursuant to a Guarantee in favor of Lloyds, Genesco Inc. has guaranteed the obligations of Schuh under the U.K. A&R Agreement on an unsecured basis.

 

On June 5, 2020, we entered into a Second Amendment (the “Second Amendment”) to our Fourth Amended and Restated Credit Agreement dated as of January 31, 2018 between us and the lenders party thereto and Bank of America, N.A. as agent (as amended, the “Credit Facility” or the “Credit Agreement”), to, among other things, increase the Total Commitments (as defined in the Credit Facility) for the revolving loans from $275.0 million to $332.5 million, establish a first-in, last-out (“FILO”) tranche of indebtedness of $17.5 million, for $350.0 million of total capacity, increase pricing on the revolving loans and modify certain covenant and reporting terms. The Credit Facility will continue to be secured by certain assets of the Company and certain subsidiaries of the Company, including accounts receivable, inventory, payment intangibles, and deposit accounts and specifically excludes equity interests, equipment, and most leasehold interests. The Second Amendment to our Credit Facility added a security interest in certain intellectual property.  The Second Amendment also provides for the borrowing base expansion to include real estate as those assets are added as collateral.  In addition, the Second Amendment adds customary real estate covenants to the Credit Facility.  The Credit Facility matures on January 31, 2023.

 

We borrowed $171.6 million under our Credit Facility during the six months ended August 1, 2020 as a precautionary measure to ensure funds are available to meet our obligations for a substantial period of time in response to the COVID-19 pandemic.  On September 10, 2020, we paid down $150.0 million of the borrowings under the Credit Facility and an additional $4.0 million (C$5.4 million) related to GCO Canada, Inc.

In addition, we borrowed £19.0 million ($24.9 million) under the U.K. A&R Agreement during the six months ended August 1, 2020 as a precautionary measure to ensure funds are available to meet our obligations in the UK for a substantial period of time in response to the COVID-19 pandemic.

 

(In thousands)

 

August 1, 2020

 

 

February 1, 2020

 

U.S. revolver borrowings

 

$

186,049

 

 

$

14,393

 

U.K. revolver borrowings

 

 

24,860

 

 

 

 

Total debt

 

 

210,909

 

 

 

14,393

 

Current portion

 

 

(24,860

)

 

 

 

Total Noncurrent Portion of Long-Term Debt

 

$

186,049

 

 

$

14,393

 

 

The long-term debt balance of $186.0 million bears interest at an average rate of 3.65% and matures in January 2023.

The revolver borrowings outstanding under the Credit Facility at August 1, 2020 were $186.0 million, including $14.5 million (£11.1 million) related to Genesco (UK) Limited and $4.0 million (C$5.4 million) related to GCO Canada Inc.  We had outstanding letters of credit of $9.4 million under the Credit Facility at August 1, 2020. These letters of credit support lease and insurance obligations.