In connection with the Western State
Design Acquisition, on October 7, 2016, the Company entered into a $20.0 million credit agreement (the “Credit Facility”),
consisting of a $15.0 million revolving line of credit, subject to adjustment as described below (the “Revolving Line of
Credit”), and a $5.0 million term loan (the “Term Loan”). The Company used a total of approximately $12.6 million
of borrowings under the Revolving Line of Credit and Term Loan to finance a portion of the cash consideration paid in connection
with the Western State Design Acquisition, and to pay approximately $88,000 of fees, costs and expenses arising in connection
with entering into the Credit Facility. At June 30, 2017, no amounts were outstanding under the Revolving Line of Credit and $4.5
million was outstanding under the Term Loan. The Credit Facility replaced the Company’s previous credit facility which allowed
for borrowings of up to $2.25 million. No amounts were outstanding under such prior credit facility at June 30, 2016 or at any
time during the period from July 1, 2016 through October 7, 2016, when it was replaced by the Credit Facility.
The Credit Facility has a term of five years
and matures on October 10, 2021. Interest on the outstanding principal amount of borrowings under the Credit Facility accrues at
an annual rate equal to the daily one-month LIBOR, plus (i) 2.25% in the case of borrowings under the Revolving Line of Credit
and (ii) 2.85% in the case of borrowings under the Term Loan. In addition to interest payments, borrowings under the Term Loan
require principal payments of approximately $714,000 in each year between fiscal 2018 and fiscal 2021, with the balance of approximately
$1.7 million due upon maturity in fiscal 2022.
The obligations of
the Company under the Credit Facility are secured by substantially all of the assets of the Company and its subsidiaries.
In addition, the Company’s subsidiaries have jointly and severally guaranteed the performance of the
Company’s payment and other obligations under the Credit Facility. The Credit Facility also contains affirmative
covenants which require the Company to meet certain financial criteria, including a fixed charge coverage ratio, an asset
coverage ratio, a senior leverage ratio and a total leverage ratio, as well as other covenants which may restrict, among
other things, the Company’s ability to pay dividends, complete merger, acquisition or similar transactions, make
certain capital expenditures, incur certain operating lease expenditures or repurchase shares of its common stock.
Additionally, the amount available to borrow under the Revolving Line of Credit is determined in accordance with an
asset-based formula, which may restrict the amount available for borrowing under the Revolving Line of Credit to an amount
less than $15.0 million. At June 30, 2017, the Company was in compliance with all Credit Facility covenants and based on
the asset-based formula $11.5 million was available to borrow under the Revolving Line of Credit.