Quarterly report pursuant to Section 13 or 15(d)

Debt

v3.8.0.1
Debt
6 Months Ended
Dec. 31, 2017
Debt Disclosure [Abstract]  
Debt

Note (5) - Debt: Long-term debt as of December 31, 2017 and June 30, 2017 are as follows (in thousands):

    December 31,
2017
    June 30,
2017
 
Term Loan   $ 6,973     $ 4,523  
Revolving Line of Credit     4,196        
Less: unamortized discount and deferred
financing costs
    (69 )     (78 )
Total debt, net     11,100       4,445  
        Less: current maturities of long-term debt     (1,195 )     (714 )
Total long-term debt   $ 9,905     $ 3,731  

 

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 fund 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.

 

In connection with the Tri-State Acquisition, the Company’s Credit Facility was amended on October 30, 2017. Pursuant to the amendment, the Company received an additional approximately $2.8 million of borrowings under the Term Loan and, in connection therewith, the maximum borrowing limit of the Credit Facility was increased from $20.0 million to approximately $22.2 million and the minimum required monthly payments under the Term Loan (as described below) were increased from $60,000 to $100,000. The Company used a total of approximately $7.9 million of borrowings under the Revolving Line of Credit and Term Loan to fund the Cash Consideration paid in connection with the Tri-State Acquisition. At December 31, 2017, $4.2 million was outstanding under the Revolving Line of Credit and $7.0 million was outstanding under the Term Loan.

 

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, the Company is required to make monthly principal payments on borrowings outstanding under the Term Loan, with the balance due upon maturity. As of December 31, 2017, the required principal payments were $100,000 per month.

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 based on an asset-based formula, which may restrict the amount available for borrowing under the Revolving Line of Credit. At December 31, 2017, the Company was in compliance with all Credit Facility covenants and $10.4 million was available to borrow under the Revolving Line of Credit.

See Note 11 for information regarding the amendment to the Credit Facility entered into on February 8, 2018, which increased the maximum borrowings permitted under the Revolving Line of Credit, and the additional borrowings incurred by the Company in connection with such amendment.