3. Debt | On May 20, 2015 the Company amended its Credit Agreement (the "Agreement") with Bank of America to provide a senior financing facility consisting of term debt and a revolving line of credit. Under the Agreement, the Company became obligated on $12,000,000 of debt in the form of a term note to refinance the previous senior term debt and to fund repayment of a portion of its outstanding subordinated debt. Additionally, the Agreement includes a $5,000,000 revolving line of credit that can be used for the purchase of fixed assets, to fund acquisitions, to collateralize letters of credit, and for operating capital. The Agreement amortizes the term debt over a five year period with 59 equal monthly installments of $133,333 and a final payment of $4,133,333 due in May 2020. The revolving line of credit matures in May 2018. There are various restrictive covenants under the Agreement, and the Company is prohibited from entering into other debt agreements without the bank's consent. The Agreement also prohibits the Company from paying dividends without the prior consent of the bank. At January 31, 2016, there was no balance outstanding on the line of credit and a letter of credit issued for $1,420,000 to collateralize the Company's liability insurance program as of that date. Consequently, as of January 31, 2016, there was $3,580,000 available to borrow from the revolving line of credit. There was $10,933,000 outstanding on the term note as of January 31, 2016. On September 16, 2015, the Company amended its Credit Agreement with Bank of America (as so amended, the "Amendment"), effective as of July 31, 2015. Under the Amendment, interest is paid at a rate of one-month LIBOR plus a margin based on the achievement of a specified leverage ratio. As of January 31, 2016, the margin was 3.50% for the term note and 3.25% for the revolving line of credit. Previously, in March 2013, the Company entered into an interest rate swap agreement, "old swap", for the purpose of fixing a portion of the term loan under the Third Amendment Agreement with Bank of America dated March 13, 2013. As of January 31, 2016, the Company had $6,022,000 of the term debt subject to variable interest rates. The one-month LIBOR was .4295% on the last business day of January 2016 resulting in total variable interest rates of 3.9295% and 3.6795%, for the term note and the revolving line of credit, respectively, as of January 31, 2016. The Amendment requires the Company to be in compliance with certain financial covenants at the end of each quarter. The covenants include rolling four quarter EBITDA of $3,350,000 as of January 31, 2016 and minimum liquidity (as defined) of at least $1,000,000. The Amendment also requires specific EBITDA goals each quarter through the quarter ending October 31, 2016 and minimum liquidity (as defined) of no less than $1,000,000 through January 30, 2017. As of January 31, 2016, the Company was in compliance with these covenants and the terms of the Amendment. Effective for the quarter ending January 31, 2017, the quarterly covenants will include senior debt service coverage as defined of greater than 1.25 to 1, total debt service coverage, as defined, of greater than 1.05 to 1, and senior debt to EBITDA of less than 2.50 to 1. The Amendment also restricts payments of interest on Subordinated Notes and Company acquisitions until certain conditions are met. In addition to the senior debt, as of January 31, 2016, the Company has subordinated debt owed to Henry, Peter and John Baker in the aggregate principal amount of $9,546,000 that is due November 20, 2020. The interest rate on each of these notes is 12% per annum. On September 16, 2015, the Company amended its Subordinated Notes held by these related parties. As required by the Bank of America Amendment, future interest payments on the notes will not be paid but will be added to the principal balance of the Subordinated Notes as of the date the payment is due until the following conditions are met; (1) the ratio of consolidated operating cash flow to consolidated total debt service is not less than 1.2 to 1 and (2) the Company has historical consolidated EBITDA of greater than $6,000,000 for two consecutive reference periods. As of January 31, 2016, $546,000 of accrued interest had been added to the principal balance of the Subordinated Notes. |