Debt	12 Months Ended
Jan. 28, 2017
Debt
Debt	10.Debt JPMorgan Credit Agreement On September 4, 2012, Cherokee Global Brands and JPMorgan entered into a credit agreement (as amended, the “JPMorgan Credit Agreement”), under which (i) a term note was issued on September 4, 2012 in principal amount of $16,600 in connection with the Company’s acquisition of rights related to the Cherokee brand in the school uniforms category (the “2013 Term Note), (ii) a line of credit note was issued on September 4, 2012, which provided Cherokee Global Brands a revolving line of credit in principal amount of $2,000 (the “Revolver”), (iii) a term note was issued on January 10, 2014 in principal amount of $19,000 in connection with the Company’s acquisition of the Hawk Signature and Tony Hawk brands (the “2014 Term Note”), and (iv) a term note was issued on October 13, 2015 in principal amount of $6,000 in connection with the Merger with FFS (the “2015 Term Note”). Cherokee Global Brands paid a fee equal to $30 in connection with the issuance of the 2015 Term Note, which is recognized as a debt discount during the period in which it was paid. Pursuant to the JPMorgan Credit Agreement, the maturity date for each of the 2013 Term Note, the 2014 Term Note, the 2015 Term Note (collectively, the “Term Notes”) and the Revolver was March 1, 2017, and the principal outstanding under each of the Term Notes was to be repaid on a quarterly basis. The Term Notes each bore interest equal to either: (i) an adjusted annual LIBOR rate reset monthly, bi-monthly or quarterly, plus 2.75% or 3.00% depending on the applicable senior funded debt ratio or (ii) JPMorgan’s annual prime rate or such annual prime rate plus 0.25% depending on the applicable senior funded debt ratio, with a floor equal to the one month LIBOR rate plus 2.5%. All amounts owed under the JPMorgan Credit Agreement were secured by continuing security agreements, trademark security agreements and continuing guarantees executed by Cherokee Global and its subsidiaries, as applicable. In addition, the Credit Agreement included various restrictions and covenants regarding the operation of Cherokee Global Brands’ business and financial covenants that set financial standards that Cherokee Global Brands was required to maintain. On December 7, 2016, all amounts owed under the JPMorgan Credit Agreement were repaid and the JPMorgan Credit Agreement, together with all Term Notes and the Revolver, were terminated and cancelled. Cerberus Credit Facility On December 7, 2016, in connection with the closing of the Hi-Tec Acquisition, the Company entered into a senior secured credit facility with Cerberus, as administrative agent and collateral agent for the lenders from time to time party thereto (such credit facility, the “Cerberus Credit Facility”), pursuant to which the Company is permitted to borrow (i) up to $5,000 under a revolving credit facility, and (ii) up to $45,000 under a term loan facility. Also on December 7, 2016 and in connection with the closing of the Hi-Tec Acquisition, the Company drew down a $45,000 term loan under the Cerberus Credit Facility and used a portion of these borrowings to fund the Hi-Tec Acquisition, including the repayment of substantially all of the outstanding indebtedness of Hi-Tec, and to repay all amounts owed under the JPMorgan Credit Agreement. The Company expects to use the remaining borrowings under the Cerberus Credit Facility for general working capital. The Cerberus Credit Facility is secured by a first priority lien on, and security in, substantially all of the assets of the Company and its subsidiaries, is guaranteed by the Company’s subsidiaries, and has a five-year term. The Cerberus Credit Facility bears interest at a rate per annum equal to either the rate of interest publicly announced from time to time by JPMorgan in New York, New York as its reference rate, base rate or prime rate or LIBOR plus, in each case, the applicable margin and subject to the applicable rate floor. Borrowings under the Cerberus Credit Facility are subject to certain maintenance and other fees as set forth therein. The terms of the Cerberus Credit Facility include financial covenants that set financial standards the Company will be required to maintain and operating covenants that impose various restrictions and obligations regarding the operation of the Company’s business, including covenants that require the Company to obtain Cerberus’s consent before the Company can take certain specified actions. Events of default under the Cerberus Credit Facility include, among others, the following: any failure to make payments thereunder when due; the occurrence of certain bankruptcy events; any failure by the Company to meet certain revenue standards after the expiration or termination of any material contracts; the Company or any of its subsidiaries ceases to conduct any material part of their respective businesses; the imposition of penalties, remedies or liabilities on the Company or its subsidiaries in connection with certain criminal or regulatory actions or proceedings; and the occurrence of a change of control of the Company. If an event of default under the Cerberus Credit Facility occurs, subject to certain cure periods for certain events of default, Cerberus would have the right to terminate its obligations thereunder, declare all or any portion of the borrowed amounts then outstanding to be accelerated and due and payable, and/or exercise any other rights or remedies it may have under applicable law, including foreclosing on the Company’s and/or its subsidiaries assets that serve as collateral for the borrowed amounts. As of January 28, 2017, outstanding borrowings under the Cerberus credit facility were $44,600. Outstanding borrowings are reflected on the consolidated balance sheet net of unamortized deferred financing costs of $1,740, which will be amortized through the maturity date of the term loan. The Company was in compliance with its financial and other covenants under the Cerberus Credit Facility as of January 28, 2017. The Company obtained a waiver to the Credit Facility agreement on April 28, 2017, due the late filing of the Company’s Fiscal 2017 Form 10-K. See Note 15 for further information. Related Party Ravich Loan On December 7, 2016, in connection with the closing of the Hi-Tec Acquisition, the Company obtained an unsecured receivables funding loan for $5,000 from Jess Ravich, the Chairman of the Company’s Board of Directors (such loan, the “Ravich Loan”). The Ravich Loan bears interest at a rate of 9.5% per annum and is subject to a fee equal to 2.5% of the principal amount of the loan, or $125, which was paid upon the funding of the Ravich Loan. The outstanding principal and accrued interest under the Ravich Loan will be due and payable 180 days after the closing of the Hi-Tec Acquisition, or on June 5, 2017. Events of default under the Ravich Loan include, among others, any failure to make payments thereunder when due; any failure to make payments under certain of the Company’s other indebtedness when due; and the occurrence of certain bankruptcy events. If an event of default under the Ravich Loan occurs, subject to certain cure periods for certain events of default, Mr. Ravich would have the right to terminate his obligations thereunder, declare all or any portion of the borrowed amounts then outstanding to be accelerated and due and payable, and/or exercise any other rights or remedies he may have under applicable law. The proceeds of the Ravich Loan were used to fund a portion of the purchase price for the Hi-Tec Acquisition. The Company expects that certain accounts receivable assets that are expected to be collected in the ordinary course of business will be used to repay the Ravich Loan. As of January 28, 2017, outstanding borrowings under the Ravich Loan were $4,000.

10.Debt

JPMorgan Credit Agreement

On September 4, 2012, Cherokee Global Brands and JPMorgan entered into a credit agreement (as amended, the “JPMorgan Credit Agreement”), under which (i) a term note was issued on September 4, 2012 in principal amount of $16,600 in connection with the Company’s acquisition of rights related to the Cherokee brand in the school uniforms category (the “2013 Term Note), (ii) a line of credit note was issued on September 4, 2012, which provided Cherokee Global Brands a revolving line of credit in principal amount of $2,000 (the “Revolver”), (iii) a term note was issued on January 10, 2014 in principal amount of $19,000 in connection with the Company’s acquisition of the Hawk Signature and Tony Hawk brands (the “2014 Term Note”), and (iv) a term note was issued on October 13, 2015 in principal amount of $6,000 in connection with the Merger with FFS (the “2015 Term Note”).

Cherokee Global Brands paid a fee equal to $30 in connection with the issuance of the 2015 Term Note, which is recognized as a debt discount during the period in which it was paid. Pursuant to the JPMorgan Credit Agreement, the maturity date for each of the 2013 Term Note, the 2014 Term Note, the 2015 Term Note (collectively, the “Term Notes”) and the Revolver was March 1, 2017, and the principal outstanding under each of the Term Notes was to be repaid on a quarterly basis. The Term Notes each bore interest equal to either: (i) an adjusted annual LIBOR rate reset monthly, bi-monthly or quarterly, plus 2.75% or 3.00% depending on the applicable senior funded debt ratio or (ii) JPMorgan’s annual prime rate or such annual prime rate plus 0.25% depending on the applicable senior funded debt ratio, with a floor equal to the one month LIBOR rate plus 2.5%.

All amounts owed under the JPMorgan Credit Agreement were secured by continuing security agreements, trademark security agreements and continuing guarantees executed by Cherokee Global and its subsidiaries, as applicable. In addition, the Credit Agreement included various restrictions and covenants regarding the operation of Cherokee Global Brands’ business and financial covenants that set financial standards that Cherokee Global Brands was required to maintain.

On December 7, 2016, all amounts owed under the JPMorgan Credit Agreement were repaid and the JPMorgan Credit Agreement, together with all Term Notes and the Revolver, were terminated and cancelled.

Cerberus Credit Facility

On December 7, 2016, in connection with the closing of the Hi-Tec Acquisition, the Company entered into a senior secured credit facility with Cerberus, as administrative agent and collateral agent for the lenders from time to time party thereto (such credit facility, the “Cerberus Credit Facility”), pursuant to which the Company is permitted to borrow (i) up to $5,000 under a revolving credit facility, and (ii) up to $45,000 under a term loan facility. Also on December 7, 2016 and in connection with the closing of the Hi-Tec Acquisition, the Company drew down a $45,000 term loan under the Cerberus Credit Facility and used a portion of these borrowings to fund the Hi-Tec Acquisition, including the repayment of substantially all of the outstanding indebtedness of Hi-Tec, and to repay all amounts owed under the JPMorgan Credit Agreement. The Company expects to use the remaining borrowings under the Cerberus Credit Facility for general working capital.

The Cerberus Credit Facility is secured by a first priority lien on, and security in, substantially all of the assets of the Company and its subsidiaries, is guaranteed by the Company’s subsidiaries, and has a five-year term. The Cerberus Credit Facility bears interest at a rate per annum equal to either the rate of interest publicly announced from time to time by JPMorgan in New York, New York as its reference rate, base rate or prime rate or LIBOR plus, in each case, the applicable margin and subject to the applicable rate floor. Borrowings under the Cerberus Credit Facility are subject to certain maintenance and other fees as set forth therein. The terms of the Cerberus Credit Facility include financial covenants that set financial standards the Company will be required to maintain and operating covenants that impose various restrictions and obligations regarding the operation of the Company’s business, including covenants that require the Company to obtain Cerberus’s consent before the Company can take certain specified actions. Events of default under the Cerberus Credit Facility include, among others, the following: any failure to make payments thereunder when due; the occurrence of certain bankruptcy events; any failure by the Company to meet certain revenue standards after the expiration or termination of any material contracts; the Company or any of its subsidiaries ceases to conduct any material part of their respective businesses; the imposition of penalties, remedies or liabilities on the Company or its subsidiaries in connection with certain criminal or regulatory actions or proceedings; and the occurrence of a change of control of the Company. If an event of default under the Cerberus Credit Facility occurs, subject to certain cure periods for certain events of default, Cerberus would have the right to terminate its obligations thereunder, declare all or any portion of the borrowed amounts then outstanding to be accelerated and due and payable, and/or exercise any other rights or remedies it may have under applicable law, including foreclosing on the Company’s and/or its subsidiaries assets that serve as collateral for the borrowed amounts.

As of January 28, 2017, outstanding borrowings under the Cerberus credit facility were $44,600. Outstanding borrowings are reflected on the consolidated balance sheet net of unamortized deferred financing costs of $1,740, which will be amortized through the maturity date of the term loan. The Company was in compliance with its financial and other covenants under the Cerberus Credit Facility as of January 28, 2017. The Company obtained a waiver to the Credit Facility agreement on April 28, 2017, due the late filing of the Company’s Fiscal 2017 Form 10-K. See Note 15 for further information.

Related Party Ravich Loan

On December 7, 2016, in connection with the closing of the Hi-Tec Acquisition, the Company obtained an unsecured receivables funding loan for $5,000 from Jess Ravich, the Chairman of the Company’s Board of Directors (such loan, the “Ravich Loan”). The Ravich Loan bears interest at a rate of 9.5% per annum and is subject to a fee equal to 2.5% of the principal amount of the loan, or $125, which was paid upon the funding of the Ravich Loan. The outstanding principal and accrued interest under the Ravich Loan will be due and payable 180 days after the closing of the Hi-Tec Acquisition, or on June 5, 2017. Events of default under the Ravich Loan include, among others, any failure to make payments thereunder when due; any failure to make payments under certain of the Company’s other indebtedness when due; and the occurrence of certain bankruptcy events. If an event of default under the Ravich Loan occurs, subject to certain cure periods for certain events of default, Mr. Ravich would have the right to terminate his obligations thereunder, declare all or any portion of the borrowed amounts then outstanding to be accelerated and due and payable, and/or exercise any other rights or remedies he may have under applicable law. The proceeds of the Ravich Loan were used to fund a portion of the purchase price for the Hi-Tec Acquisition. The Company expects that certain accounts receivable assets that are expected to be collected in the ordinary course of business will be used to repay the Ravich Loan. As of January 28, 2017, outstanding borrowings under the Ravich Loan were $4,000.