Quarterly report pursuant to Section 13 or 15(d)

Debt

v3.22.4
Debt
3 Months Ended
Dec. 31, 2022
Debt [Abstract]  
Debt
Note F—Debt
 
Credit Facility
 
On May 10, 2016,
 
we entered into
 
a Fifth Amended
 
and Restated Credit Agreement
 
(as further amended,
 
the “Amended Credit
 
Agreement”) with Wells
 
Fargo Bank,
National Association
 
(“Wells Fargo”), as Administrative
 
Agent, the Sole
 
Lead Arranger and
 
the Sole
 
Book Runner, and
 
the financial
 
institutions named
 
therein as Lenders,
which are Wells Fargo,
 
PNC Bank,
 
and Regions
 
Bank. Our
 
subsidiaries M.J.
 
Soffe, LLC, Culver
 
City Clothing
 
Company, Salt Life,
 
LLC, and
 
DTG2Go, LLC
 
(collectively,
the "Borrowers"), are co-borrowers under
 
the Amended Credit Agreement.
 
The Borrowers entered into amendments
 
to the Amended Credit Agreement
 
with Wells Fargo
and the other lenders on November 27, 2017, March 9, 2018, October
 
8, 2018, November 19, 2019, April 27, 2020, and August
 
28, 2020.
 
On June 2, 2022, the Borrowers entered into a Seventh Amendment to the Fifth Amended and Restated Credit Agreement with Wells Fargo Bank (the “Agent”) and the
other lenders
 
set forth
 
therein (the
 
“Seventh Amendment”).
 
The Seventh
 
Amendment, (i)
 
removes LIBOR
 
based borrowing
 
and utilizes
 
SOFR (Secured
 
Overnight
Financing Rate) as the primary pricing structure, (ii) amends the
 
pricing structure based on SOFR plus a CSA (Credit Spread Adjustment)
 
defined as
10
 
bps for 1 month
and
15
 
bps for
 
3-month tenors, (iii)
 
sets the
 
SOFR floor to
0
 
bps, (iv)
 
reloads the fair
 
market value of
 
real estate and
 
intellectual property within
 
the borrowing base
calculation and resets their respective amortization schedules, (v) sets
 
the maturity date to
5
 
years from the closing date, and
 
(vi) updates the requirement for our Fixed
Charge Coverage Ratio (“FCCR”) for the preceding 12-month period
 
must not be less than
1.0
 
(previously
1.1
).
 
The Amended Credit Agreement allows us to borrow
 
up to $
170
 
million (subject to borrowing base limitations), including
 
a maximum of $
25
 
million in letters of credit.
Provided that no event of default exists,
 
we have the option to increase the
 
maximum credit to $
200
 
million (subject to borrowing base limitations),
 
conditioned upon the
Administrative Agent's ability to secure
 
additional commitments and customary closing conditions. The
 
Amended Credit Agreement contains a
 
subjective acceleration
clause and a “springing” lockbox arrangement (as defined
 
in ASC 470, Debt ("ASC 470")) whereby
 
remittances from customers will be forwarded to our general
 
bank
account and
 
will not
 
reduce the outstanding
 
debt until
 
and unless
 
a specified event
 
or an
 
event of
 
default occurs. We
 
classify borrowings under
 
the Amended
 
Credit
Agreement as long-term debt with consideration of current
 
maturities.
 
As of December 2022, we had
 
$
142.3
 
million outstanding under our U.S. revolving credit facility
 
at an average interest rate of
6.7
%. Our cash on hand combined with
the availability under the
 
U.S. credit facility totaled $
27.2
 
million. At December 2022 and September 2022, there was $
23.1
 
million and $
24.9
 
million, respectively, of
retained earnings free of restrictions to make cash dividends
 
or stock repurchases.
See Note P—Subsequent Events for a discussion of the Eighth and Ninth Amendments to the Fifth Amended and Restated Credit Agreement entered into on January 3,
2023, and February 3, 2023, respectively.
 
Honduran Debt
 
Since March 2011, we have
 
entered into term loans and a
 
revolving credit facility with Banco Ficohsa, a
 
Honduran bank, to finance investments in both
 
the operations
and capital expansion of our
 
Honduran facilities. In December 2020, we
 
entered into a new term
 
loan and revolving credit facility with
 
Banco Ficohsa, both with
five
-
year terms, and
 
simultaneously settled
 
the prior term
 
loans and revolving
 
credit facility with
 
outstanding balances
 
at the time
 
of settlement of
 
$
1.1
 
million and
 
$
9.5
 
million,
respectively. Additionally, in May 2022, we entered
 
into a new term
 
loan with a
five
-year term with a
 
principal amount of $
3.7
 
million. These loans are
 
secured by a first-
priority lien on the assets of our Honduran operations and are not guaranteed by our U.S. entities.
 
These loans are denominated in U.S. dollars, and the carrying value of
the debt approximates its fair value. As the revolving
 
credit facility permits us to re-borrow funds up
 
to the amount repaid, subject to certain
 
objective covenants, and we
intend to re-borrow funds, subject to those covenants,
 
the amounts borrowed are classified as long-term debt.
 
El Salvador Debt
In September 2022, we entered into
 
a new term loan with
 
a
five
-year term with a principal amount of
 
$
3.0
 
million with Banco Ficohsa, a Panamanian
 
bank, to finance
investments in our
 
El Salvador operations.
 
This loan is secured
 
by a first-priority lien
 
on the assets
 
of our El Salvador
 
operations and is
 
not guaranteed by
 
our U.S. entities.
The loan is
 
denominated in U.S.
 
dollars, and the
 
carrying value of
 
the debt approximates
 
its fair value.
 
Information about this
 
loan and
 
the outstanding balance
 
as of
December 2022 is listed as part of the long-term debt schedule
 
above.
Additional information about these loans and the outstanding balances
 
as of December 2022 is as follows (in thousands):
December 2022
Revolving credit facility with Banco Ficohsa, a Honduran bank,
 
interest at
7.25
%, due August 2025
$
3,083
Term loan with Banco Ficohsa, a Honduran bank, interest at
7.5
%, quarterly installments which began September 2021 and
 
are due through
December 2025
6,086
Term loan with Banco Ficohsa, a Honduran bank, interest at
7.5
%, quarterly installments beginning March 2023 through May
 
2027
3,656
Term loan with Banco Ficohsa, a Panamanian bank, interest at the prevailing market rate
 
within the Panamanian Banking Market, monthly
installments which began October 2022 and are due through
 
August 2027
2,878