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Debt
6 Months Ended
Jul. 31, 2020
Debt Disclosure [Abstract]  
Debt

6. Debt

On June 29, 2018, the Company and its domestic subsidiaries entered into an amended and restated credit agreement (the “Amended Credit Agreement”) that amended the Company’s asset-based revolving credit facility with certain lenders, including JPMorgan Chase Bank, N.A., as administrative agent, and J.P. Morgan Chase Bank, N.A. and Wells Fargo Bank, National Association, as joint lead arrangers and co-book managers.

The Amended Credit Agreement extended the maturity date of the senior secured revolving credit facility to June 2023 (the “Amended Credit Facility”). The Amended Credit Facility provides for loans and letters of credit up to $350,000, subject to a borrowing base that is comprised of the Company’s eligible accounts receivable and inventory. The Amended Credit Facility includes a swing-line sub-facility, a multicurrency sub-facility and the option to expand the facility by up to $150,000. The funds available under the Amended Credit Facility may be used for working capital and other general corporate purposes.

The Amended Credit Facility provides for interest on borrowings, at the Company’s option, at either (i) adjusted LIBOR, CDOR or EURIBOR plus an applicable margin ranging from 1.125% to 1.375%, or (ii) an adjusted ABR plus an applicable margin ranging from 0.125% to 0.375%, each such applicable margin depending on the level of availability under the Amended Credit Facility. Currently, there has not been a replacement reference rate identified for LIBOR in the Amended Credit Facility. Depending on the type of borrowing, interest on the Amended Credit Agreement is payable monthly, quarterly or at the end of the interest period. A commitment fee of 0.20% is payable quarterly on the unused portion of the Amended Credit Facility.

All obligations under the Amended Credit Facility are unconditionally guaranteed by the Company and certain of its U.S. subsidiaries. The obligations under the Amended Credit Facility are secured by a first-priority security interest in inventory, accounts receivable and certain other assets of the Company and certain of its U.S. subsidiaries. The obligations of URBN Canada Retail, Inc. are secured by a first-priority security interest in its inventory, accounts receivable and certain other assets. The Amended Credit Agreement contains customary representations and warranties, negative and affirmative covenants and provisions relating to events of default.

As of July 31, 2020, the Company had $120,000 in borrowings under the Amended Credit Facility, which the Company borrowed during the six months ended July 31, 2020 in order to preserve financial flexibility and maintain liquidity and flexibility in response to the coronavirus pandemic. The Company intends to use the proceeds in the future for working capital, capital expenditure, general corporate or other purposes. As of the month ended May 31, 2020, the availability under the Amended Credit Agreement reduced to a level that triggered the Fixed Charge Coverage Ratio covenant to be measured. Due to the net loss of the Company in fiscal 2021, the Fixed Charge Coverage Ratio was not met and the Company obtained a waiver effective through September 15, 2020 to cure the technical default. As of July 31, 2020, the Company was in compliance with the terms of the Amended Credit Agreement. The Company expects to maintain the necessary availability under the Amended Credit Agreement to not trigger the Fixed Charge Coverage Ratio covenant going forward and remain in compliance with all terms, including other covenants, of the Amended Credit Agreement. Because the Fixed Charge Coverage Ratio was not met as described above, resulting in the technical default, the Company has determined the classification of the $220,000 of borrowings under the Amended Credit Facility as of April 30, 2020 should have been classified as a current liability on its April 30, 2020 Condensed Consolidated Balance Sheet. While the Company has concluded the reclassification is not material, the Company plans to correct the April 30, 2020 classification for comparative purposes when it files its Form 10-Q for the fiscal period ending April 30, 2021. Outstanding stand-by letters of credit, which reduce the funds available under the Amended Credit Facility, were $13,399. Interest expense for the six months ended July 31, 2020, was $1,976, which was included in “Other (loss) income, net,” in the Condensed Consolidated Statements of Operations.

Additionally, the Company has borrowing agreements with two separate financial institutions under which the Company may borrow for the purposes of trade letter of credit issuances. The availability of any future borrowings under the trade letter of credit facilities is subject to acceptance by the respective financial institutions. As of July 31, 2020, the Company had outstanding trade letters of credit of $53,389 and available trade letters of credit of $41,611 under these facilities.

On June 8, 2020, the Company’s aggregate borrowing limit for purposes of trade letter of credit issuances was reduced from $130,000 to $95,000 and was reduced again on August 1, 2020 to $70,000. The reductions were made to align the amount of available trade letters of credit with the Company’s usage. The Company does not expect the reduction of available trade letters of credit to have an impact on its liquidity.