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Long-Term Debt
12 Months Ended
Feb. 02, 2019
Long-Term Debt  
Long-Term Debt

(8) Long-Term Debt

 

Long-term debt consisted of the following as of February 2, 2019 and February 3, 2018:

 

 

 

 

 

 

 

 

 

 

 

February 2,

 

February 3,

 

 

    

2019

    

2018

 

Prior Term Loan

 

$

 —

 

$

135,127

 

New Term loan

 

 

36,000

 

 

 —

 

Less discount

 

 

 —

 

 

(678)

 

Less debt issuance costs

 

 

(368)

 

 

(1,110)

 

 

 

 

35,632

 

 

133,339

 

Less current portion, net of discount and debt issuance costs

 

 

(7,915)

 

 

(990)

 

Long-term portion

 

$

27,717

 

$

132,349

 

 

Term Loan

 

On May 23, 2018, the Company entered into the New Term Loan, which was issued at a price of 100% of the aggregate principal amount of $40,000 and has a maturity date of May 23, 2023.

Also, on May 23, 2018, the Company borrowed $135,400 under the Revolving Line of Credit and used the proceeds from the Term Loan and the Revolving Line of Credit to repay the Company’s prior term loan with a financial institution that had an outstanding principal balance of $134,700 and was scheduled to mature on December 3, 2020.

 

The Term Loan bears interest at a rate of LIBOR plus 5.75%. The effective rate for the New Term Loan as of February 2, 2019 was 8.16%

 

All of Sportsman’s Warehouse, Inc.’s obligations under the Term Loan are guaranteed by Holdings, Minnesota Merchandising Corporation, a wholly owned subsidiary of Holdings, and each of Sportsman’s Warehouse, Inc.’s subsidiaries.

 

The Term Loan is secured by a lien on substantially all of the Company’s tangible and intangible assets. The lien securing the obligations under the Term Loan is a first priority lien as to certain non-liquid assets, including equipment, intellectual property, proceeds of assets sales and other personal property.

 

The Term Loan requires quarterly principal payments of $2,000 which began November 1, 2018 and continues until the loan is paid in full.

 

The Term Loan contains customary affirmative and negative covenants, including covenants that limit the Company’s ability to incur, create or assume certain indebtedness, to incur or assume certain liens, to purchase, hold or acquire certain investments, to declare or make certain dividends and distributions and to engage in certain mergers, consolidations and asset sales. As of February 2, 2019, the Company was in compliance with all of the covenants of the Term Loan.

 

As of February 2, 2019, and February 3, 2018, the Term Loan and prior Term Loan, respectively had an outstanding balance of $36,000 and $135,127, respectively. The outstanding amounts as of February 2, 2019 and February 3, 2018 are offset on the consolidated balance sheets by an unamortized discount of $0 and $678, respectively, and debt issuance costs of $368 and $1,110, respectively.

 

During fiscal year 2018, the Company recognized $678 and $1,173 of non-cash interest expense with respect to the amortization of the discount and deferred financing fees. During fiscal year 2017, the Company recognized $199 and $411 of non-cash interest expense with respect to the amortization of the discount and deferred financing fees on the prior term loan.

 

Restricted Net Assets

 

The provisions of the Term Loan and the Revolving Line of Credit restrict all of the net assets of the Company’s consolidated subsidiaries, which constitute all of the net assets on the Company’s consolidated balance sheet as of February 2, 2019, from being used to pay any dividends without prior written consent from the financial institutions party to the Company’s Term Loan and Revolving Line of Credit.