Express 2014 Annual Report Download - page 64

the Revolving Credit Facility are due on the last day of the interest period for Eurodollar Rate-based advances for
interest periods of 1, 2, and 3 months, and additionally every 3 months after the first day of the interest period for
Eurodollar Rate-based advances for interest periods of greater than 3 months.
The Revolving Credit Facility requires Express Holding and its subsidiaries to maintain a fixed charge coverage
ratio of at least 1.0:1.0 if excess availability plus eligible cash collateral is less than 10% of the borrowing base
for 15 consecutive days. In addition, the Revolving Credit Facility contains customary covenants and restrictions
on Express Holding and its subsidiaries’ activities, including, but not limited to, limitations on the incurrence of
additional indebtedness; liens, negative pledges, guarantees, investments, loans, asset sales, mergers,
acquisitions, and prepayment of other debt; distributions, dividends, and the repurchase of capital stock;
transactions with affiliates; and the ability to change the nature of its business or its fiscal year. All obligations
under the Revolving Credit Facility are guaranteed by Express Holding and its domestic subsidiaries (that are not
borrowers) and secured by a lien on substantially all of the assets of Express Holding and its domestic
subsidiaries.
Senior Notes
On March 5, 2010, Express, LLC and Express Finance, wholly-owned subsidiaries of the Company, co-issued, in
a private placement, $250.0 million of 8 3/4% Senior Notes due in 2018 at an offering price of 98.6% of the face
value.
On March 1, 2015, the outstanding notes in the amount of $200.9 million were redeemed at 102.19% of the
principal amount.
Fair Value of Debt
The fair value of the Senior Notes was estimated using a number of factors, such as recent trade activity, size,
timing, and yields of comparable bonds and is, therefore, within Level 2 of the fair value hierarchy. As of
January 31, 2015, the estimated fair value of the Senior Notes was $206.4 million.
Letters of Credit
The Company may enter into various trade letters of credit (“trade LCs”) in favor of certain vendors to secure
merchandise. These trade LCs are issued for a defined period of time, for specific shipments, and generally
expire 3 weeks after the merchandise shipment date. As of January 31, 2015 and February 1, 2014, there were no
outstanding trade LCs. Additionally, the Company enters into stand-by letters of credit (“stand-by LCs”) on an
as-need basis to secure merchandise and fund other general and administrative costs. As of January 31, 2015 and
February 1, 2014, outstanding stand-by LCs totaled $2.5 million and $2.0 million, respectively.
9. Stockholders’ Equity
Share Repurchase Programs
On May 28, 2014, the Company’s Board of Directors (the “Board”) authorized the repurchase of up to $100.0
million of common stock (the “2014 Repurchase Program”). The 2014 Repurchase Program will be funded using
available cash. No purchases were made under the 2014 Repurchase Program.
On May 24, 2012, the Board authorized the Company to repurchase up to $100.0 million of the Company’s
common stock from time to time in open market or privately negotiated transactions (the “2012 Repurchase
Program”). The 2012 Repurchase Program was completed during the third quarter of 2013 following the
repurchase of 5.6 million shares of the Company’s common stock for approximately $100.0 million. During
2013, the Company repurchased 1.6 million shares of its common stock for a total of $35.1 million, including
commissions. During 2012, the Company repurchased 4.0 million shares of its common stock for a total of $65.1
million, including commissions.
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