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Debt
12 Months Ended
Feb. 02, 2019
Debt Disclosure [Abstract]  
Debt

8.

Debt

On August 3, 2018, the Company entered into a new senior secured credit facility, which provided a $40.0 million term loan and $13.5 million of subordinated promissory notes (the “Junior Notes”).  These credit facilities replaced the Company’s previous senior secured credit facility that was entered into in connection with the closing of the Hi-Tec Acquisition in Fiscal 2017.  On January 30, 2019, the senior secured credit facility was amended to provide an additional term loan of $5.3 million.  The term loans mature in August 2021 and require quarterly principal payments and monthly interest payments based on LIBOR plus a margin.  The additional $5.3 million term loan also requires interest of 3.0% payable in kind with such interest being added to the principal balance of the loan.  The term loans are secured by substantially all the assets of the Company and are guaranteed by the Company’s subsidiaries.  The Junior Notes mature in November 2021, and they are secured by a second priority lien on substantially all of the assets of Company and guaranteed by the Company’s subsidiaries.  Interest is payable monthly on the Junior Notes, but no periodic amortization payments are required.  The Junior Notes are subordinated in rights of payment and priority to the term loans but otherwise have economic terms substantially similar to the term loans.  Excluding the interest payable in kind, the weighted-average interest rate on the term loans and Junior Notes at November 3, 2018 was 11.3%.

The term loans are subject to a borrowing base and include financial covenants and obligations regarding the operation of the Company’s business that are customary in facilities of this type, including limitations on the payment of dividends.  Financial covenants include the requirement to maintain specified levels of EBITDA, as defined in the agreement, and maintain a specified level of cash on hand.  (See Note 1, Liquidity and Going Concern.)  The Company is required to maintain a borrowing base comprising the value of the Company’s trademarks that exceeds the outstanding balance of the term loans.  If the borrowing base is less than the outstanding term loans at any measurement period, then the Company would be required to repay a portion of the term loans to eliminate such shortfall.  Events of default include, among other things, the occurrence of a change of control of the Company, and a default under the senior secured credit facility would also trigger a default under the Junior Notes agreements.

The former credit facility included $11.5 million of junior participation interests that were held by a large stockholder, one of the board members and major stockholder, and the chief executive officer who is also one of the board members.  These junior participation interests, along with $2.0 million of cash from the large stockholder, were exchanged into $13.5 million of the new Junior Notes referred to above with these same parties.  On December 28, 2018, the Company entered into subordinated note agreements with a large stockholder and two board members to provide working capital.  These notes totaled $2.0 million in principal and were repaid on January 30, 2019 with proceeds from the additional term loan under the Company’s senior secured credit facility.

Outstanding borrowings under the term loans and the Junior Notes were $58.6 million at February 2, 2019, and borrowings under the former credit facility were $49.5 million at February 3, 2018.  The unamortized deferred financing costs associated with these borrowings were $4.1 million and $3.4 million at February 2, 2019 and February 3, 2018, respectively.  The remaining unamortized deferred financing costs of $3.2 million related to the former credit facility were charged to other expense when the debt was retired on August 3, 2018.  The outstanding borrowings at February 3, 2018 under the former credit facility were classified as current liabilities at that time as a result of anticipated noncompliance with certain covenants required by the former credit facility.

Principal repayments to be made during the next three years relating to outstanding borrowings under the term loans and the Junior Notes are as follows:

 

(Dollars in thousands)

 

Repayment

on Principal

Fiscal 2020

 

$

1,300

Fiscal 2021

 

 

1,400

Fiscal 2022

 

 

55,850

Total future principal repayments

 

$

58,550

 

Related Party Ravich Loan

In Fiscal 2017 in connection with the closing of the Hi-Tec Acquisition, the Company obtained an unsecured receivables funding loan of $5.0 million from Jess Ravich (the “Ravich Loan”), a director of the Company. The Company used the Ravich Loan proceeds to fund a portion of the purchase price for the Hi-Tec Acquisition.  The Company repaid a portion of the Ravich Loan from operating cash flows, and in Fiscal 2018, the remaining $1.5 million outstanding was converted to a junior participating interest in the Company’s former credit facility.