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Subsequent Events
12 Months Ended
Feb. 01, 2020
Subsequent Events [Abstract]  
Subsequent Events
Subsequent Events  

On February 27, 2020, the Company entered into (i) a third amendment (the “Third Amendment”) to its existing credit facility ( the “Credit Facility”) with Wells Fargo Bank, National Association as lender and (ii) a credit agreement (the “Term Loan Facility”) with ALCC, LLC as lender.

Third Amendment to Credit Facility
 
The Third Amendment, among other changes, (i) removed the $5,000,000 revolving “first-in, last-out” tranche credit facility, which was paid in full using proceeds from the Term Loan Facility and (ii) permits the Company to incur indebtedness under the Term Loan Facility.

Term Loan Facility

The Term Loan Facility provides for a delayed draw term loan facility in the aggregate principal amount of up to $10,000,000 with a maturity date of August 3, 2023. Loans under the Term Loan Facility bear interest at a rate of 10% per annum and will amortize on a straight-line basis based on a 5-year amortization period in monthly installments beginning on the first business day of the thirteenth month after the date of the initial borrowing.

The Company is permitted to make voluntary prepayments of the loans under the Term Loan Facility at any time without payment of a premium after providing two business days’ notice to the lender. The Company is required to make mandatory prepayments of loans under the Term Loan Facility (without payment of a premium) with (a) net cash proceeds from certain non-ordinary course asset sales (subject to exceptions), (b) casualty proceeds and condemnation awards (subject to reinvestment rights and other exceptions) and (c) net cash proceeds from issuances of capital stock (other than certain issuances of capital stock to the other Borrowers, for acquisitions permitted under the Term Loan Facility or certain issuances to the Company’s employees, directors or consultants).

As of February 27, 2020, there are no guarantors under the Term Loan Facility, however, the obligations under the Term Loan Facility may be guaranteed by the Company’s subsequently acquired or formed direct and indirect subsidiaries. The Borrowers’ obligations under the Term Loan Facility are secured, subject to customary permitted liens and other agreed upon exceptions, by a perfected security interest in all of the Borrowers’ tangible and intangible assets, except for certain customarily excluded assets.

The Term Loan Facility contains customary representations and warranties and customary affirmative and negative covenants, including, among other things, restrictions on indebtedness, liens, limitations on restrictive agreements, fundamental changes and business activities, investments, mergers, dispositions, transactions with affiliates, prepayment of other indebtedness and dividends and other distributions.

The Term Loan Facility contains financial covenants requiring the Borrowers to (i) maintain availability at least equal to the greater of (a) ten percent (10%) of the loan cap (the lesser of the aggregate commitments of the Company under the Credit Facility and the borrowing base) and (b) $3,000,000 and (ii) maintain specified minimum levels of consolidated EBITDA when the outstanding principal balance exceeds $5,000,000.

The Term Loan Facility contains events of default that include, among others, failure to pay principal or interest when due, failure to comply with the covenants set forth in the Term Loan Facility, bankruptcy events, cross-defaults and the occurrence of a change of control, subject to certain grace periods, qualifications and thresholds as specified in the Term Loan Facility. If an event of default under the Term Loan Facility occurs and is continuing, the loan commitments may be terminated and the principal amount outstanding, together with all accrued unpaid interest and other amounts owing in respect thereof, may be declared immediately due and payable.

The above disclosures represent summaries of the Third Amendment and the Term Loan Facility copies of which were filed in their entirety with the SEC on March 4, 2020 in a Current Report on Form 8-K.