XML 22 R12.htm IDEA: XBRL DOCUMENT v3.20.2
Debt
3 Months Ended
May 01, 2020
Debt Disclosure [Abstract]  
Debt

NOTE 5. DEBT

 

The Company's debt consisted of the following:

 

 

 

 

May 1, 2020

 

 

May 3, 2019

 

 

January 31, 2020

 

(in thousands)

 

 

Amount

 

 

 

Rate

 

 

Amount

 

 

 

Rate

 

 

Amount

 

 

 

Rate

 

Term Loan Facility, maturing April 4, 2021

 

 

$

384,100

 

 

 

 

4.25

%

 

$

389,250

 

 

 

 

5.75

%

 

$

385,388

 

 

 

 

5.05

%

ABL Facility, maturing November 16, 2022

 

 

 

75,000

 

 

 

 

2.07

%

 

 

 

 

 

—%

 

 

 

 

 

 

—%

 

 

 

 

 

459,100

 

 

 

 

 

 

 

 

389,250

 

 

 

 

 

 

 

 

385,388

 

 

 

 

 

 

Less: Current maturities in Current liabilities

 

 

 

457,858

 

 

 

 

 

 

 

 

5,150

 

 

 

 

 

 

 

 

5,150

 

 

 

 

 

 

Less: Unamortized debt issuance costs

 

 

 

1,242

 

 

 

 

 

 

 

 

2,596

 

 

 

 

 

 

 

 

1,581

 

 

 

 

 

 

Long-term debt, net

 

 

$

 

 

 

 

 

 

 

$

381,504

 

 

 

 

 

 

 

$

378,657

 

 

 

 

 

 

 

 

The following table summarizes the Company's borrowing availability under the ABL Facility:

 

(in thousands)

 

May 1, 2020

 

 

May 3, 2019

 

 

January 31, 2020

 

ABL Facility maximum borrowing

 

$

200,000

 

 

$

175,000

 

 

$

175,000

 

Current borrowings under ABL

 

 

75,000

 

 

 

 

 

 

 

Outstanding letters of credit

 

 

8,656

 

 

 

11,203

 

 

 

23,299

 

Borrowing availability under ABL

 

$

116,344

 

 

$

163,797

 

 

$

151,701

 

 

During First Quarter 2020, the Company increased capacity under the ABL Facility by $25.0 million so that maximum borrowings are $200.0 million.

 

Interest; Fees

 

The interest rates per annum applicable to the loans under the Debt Facilities are based on a fluctuating rate of interest measured by reference to, at the borrowers’ election, either (i) an adjusted LIBOR rate plus a borrowing margin, or (ii) an alternative base rate plus a borrowing margin. The borrowing margin is fixed for the Term Loan Facility at 3.25% in the case of LIBOR loans and 2.25% in the case of base rate loans. For the Term Loan Facility, LIBOR is subject to a 1% interest rate floor. The borrowing margin for the ABL Facility is subject to adjustment based on the average excess availability under the ABL Facility for the preceding fiscal quarter. LIBOR borrowings will range from 1.25% to 1.75% for the ABL Facility. Base rate borrowings will range from 0.50% to 1.00% for the ABL Facility.

 

Customary agency fees are payable in respect of the Debt Facilities. The ABL Facility fees also include (i) commitment fees in an amount equal to 0.25% of the daily unused portions of the ABL Facility, and (ii) customary letter of credit fees.  As of the end of First Quarter 2020 the Company had borrowings of $75.0 million on the ABL Facility.  

 

Representations and Warranties; Covenants

 

Subject to specified exceptions, the Debt Facilities contain various representations and warranties, and restrictive covenants that, among other things, restrict the ability of Lands’ End and its subsidiaries to incur indebtedness (including guarantees), grant liens, make investments, make dividends or distributions with respect to capital stock, make prepayments on other indebtedness, engage in mergers or change the nature of their business. In addition, if excess availability under the ABL Facility falls below the greater of 10% of the loan cap amount or $15.0 million, Lands’ End will be required to comply with a minimum fixed charge coverage ratio of 1.0 to 1.0. The Debt Facilities do not otherwise contain financial maintenance covenants. The Company was in compliance with all financial covenants related to the Debt Facilities as of May 1, 2020.

The Debt Facilities contain certain affirmative covenants, including reporting requirements such as delivery of financial statements, certificates and notices of certain events, maintaining insurance, and providing additional guarantees and collateral in certain circumstances.

Events of Default and Maturity

 

The Debt Facilities include customary events of default including non-payment of principal, interest or fees, violation of covenants, inaccuracy of representations or warranties, cross defaults related to certain other material indebtedness, bankruptcy and insolvency events, invalidity or impairment of guarantees or security interests, and material judgments and change of control.  The Term Loan Facility will mature on April 4, 2021. The ABL Facility matures on November 16, 2022, however in the event the Term Loan Facility debt is not extended, repaid or otherwise refinanced at least six months before its maturity date, the ABL Facility would mature on January 4, 2021.

 

Pursuant to ASC 205, Presentation of Financial Statements, the Company is required to and does evaluate at each annual and interim period whether there are conditions or events, considered in the aggregate, that raise substantial doubt about its ability to continue as a going concern within one year after the date that the consolidated financial statements are issued. The Company’s Term Loan Facility matures on April 4, 2021, which is within one year after the date of the Condensed Consolidated Financial Statements issued with this Quarterly Report on Form 10-Q. As of May 1, 2020, the remaining balance outstanding under the Term Loan Facility was $384.1 million.  Given the amount currently outstanding under the Term Loan Facility and its maturity date of April 4, 2021, and based on the definitions in the relevant accounting standards, management has determined that this condition raises substantial doubt about the Company’s ability to continue as a going concern.  This evaluation does not consider the potential mitigating effect of management’s plans that have not been fully implemented. When substantial doubt is deemed to exist, management may evaluate the mitigating effect of its plans to determine if it is probable that (1) the plans will be effectively implemented within one year after the date the financial statements are issued, and (2) when implemented, the plans will mitigate the relevant conditions or events that raise substantial doubt about the entity’s ability to continue as a going concern.  

 

The Company is in the process of seeking new financing to replace the Term Loan Facility and, to the extent this can be successfully secured, is expected to alleviate the doubt raised by the application of ASC 205.  Due to the Company’s recent trends of profitable growth, management believes that it will be able to refinance the Term Loan Facility on acceptable terms despite the challenging financial environment reflecting the COVID-19 pandemic.  The Company currently has received non-binding term sheets from multiple investors for transactions which would allow it to refinance the Term Loan Facility debt and is in active discussions and negotiations regarding the refinancing.  The Company’s financial forecasts indicate sufficient liquidity for at least the next twelve months under the terms of these proposals.  However, as the ability to secure a refinancing is conditional upon the execution of agreements with new or existing investors, which is considered outside of the Company’s control, for an amount that allows the Company to meet its obligations as they become due within a period of at least one year from the date of issuance of its financial statements, the refinancing is not considered probable of occurring until such time as the refinancing is completed.  The Condensed Consolidated Financial Statements have been prepared assuming the Company will continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.