Express 2013 Annual Report Download - page 32

Table of Contents
totaling $76.6 million during 2013 compared to $76.0 million during 2012, gross of landlord allowances. The amount attributed to store openings included
amounts related to the two flagship stores discussed previously, in New York and San Francisco.
Net cash used in investing activities increased $22.7 million million to $99.9 million in 2012 compared to $77.2 million in 2011. This increase was
primarily driven by capital expenditures, gross of landlord allowances, attributable to new store openings, remodels, and store fixtures, totaling $76.0 million
in 2012 compared to $60.7 million in 2011.
In 2014, we plan to open approximately 10 new retail stores, including 2 in Canada. The planned store openings include one new flagship in Times Square in
New York City which opened in February 2014. In addition to the new retail stores, we plan to open approximately 16 new Express Factory Outlet Stores and
convert approximately 15 existing retail stores to our new Express Factory Outlet Stores format. We expect capital expenditures for 2014 to be approximately
$110.0 million to $115.0 million, primarily driven by these new store openings and conversions as well as investments in multiple IT initiatives, including
new retail management and enterprise planning systems as well as e-commerce upgrades. These capital expenditures do not include the impact of landlord
allowances, which are expected to be approximately $10.0 to $15.0 million for 2014.
Net Cash Used in Financing Activities
Net cash used in financing activities totaled $33.3 million during 2013 as compared to $65.6 million in 2012, a decrease of $32.2 million. In 2012, cash
used for financing activities was primarily related to the repurchase of $65.1 million of our common stock, including broker commissions, as part of the
Board-approved Repurchase Program versus $35.1 million in 2013. The cash used in financing activities in 2011 was primarily related to the $119.7 million
full prepayment of the Term Loan and repurchases of $49.2 million of Senior Notes.
Credit Facilities
The following provides an overview of the current status of our long term debt arrangements. Refer to Note 9 of our Consolidated Financial Statements for
additional information related to our long-term debt arrangements.
Revolving Credit Facility
On July 29, 2011, Express Holding, LLC and its domestic subsidiaries entered into an amended and restated $200.0 million secured asset-based loan credit
agreement. The Revolving Credit Facility amended, restated, and extended the existing $200.0 million asset-based revolving credit facility, which was
scheduled to expire on July 6, 2012. The amended Revolving Credit Facility is scheduled to expire on July 29, 2016 and allows for up to $30.0 million of
swing line advances and up to $45.0 million to be available in the form of letters of credit.
As of February 1, 2014, there were no borrowings outstanding under the Revolving Credit Facility, and we had $198.0 million of availability. We were not
subject to the fixed charge coverage ratio covenant in the Revolving Credit Facility at February 1, 2014 because excess availability plus eligible cash collateral
exceeded 10% of the borrowing base.
Senior Notes
On March 5, 2010, Express, LLC and Express Finance Corp., as co-issuers, issued $250.0 million of 8 3 /4% Senior Notes due 2018 at an offering price of
98.6% of the face value. Interest on the Senior Notes is payable on March 1 and September 1 of each year. Unamortized debt issuance costs outstanding
related to the Senior Notes as of February 1, 2014 were $5.1 million.
In the first quarter of 2011, $25.0 million of Senior Notes were repurchased on the open market at a price of 108.75% of the principal amount. In the second
quarter of 2011, $24.2 million of Senior Notes were repurchased on the open market at an average price of 109.21% of the principal amount. We expect to
repay the remainder of the outstanding Senior Notes in the first half of 2014 using proceeds from a new loan facility.
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