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DEBT
6 Months Ended
Oct. 31, 2011
Notes to Financial Statements  
DEBT
NOTE 4 - DEBT

Lines of Credit

On April 10, 2010, the Company renewed the loan agreement (Loan Agreement) with BOA for three years under terms similar to the prior Loan Agreement, including the same customary covenants. The Loan Agreement provides for a revolving line of credit in an amount not to exceed $15,000,000, together with a letter of credit facility not to exceed $2,000,000. The Company and its subsidiaries also entered into security agreements with BOA, pursuant to which the Company granted a security interest to BOA in all of its domestic assets and 65% of the capital stock of the Australian Operations. The Loan Agreement contains customary covenants, including but not limited to (i) funded debt to tangible net worth and (ii) minimum interest coverage ratio. At October 31, 2011, outstanding borrowings were $3,500,000 under the Loan Agreement.
 
To date, the Company has paid down the outstanding borrowings under the Loan Agreement with BOA to $2,365,158.  However, the Company is currently in default for its failure to repay the outstanding line of credit in full, on or before November 30, 2011.  In addition, the Company did not make a forbearance payment to BOA of $75,000, which was due on November 30, 2011.  As a result of these defaults, BOA is entitled to exercise its rights and remedies pursuant to the Loan Agreement. BOA has not demanded payment on the amounts outstanding.  The Company is currently negotiating and expects to complete the terms of another forbearance amendment with BOA. While the Company and BOA have commenced discussions concerning the Loan Agreement and the events of default, there can be no assurance that the Company and BOA will come to any agreement regarding repayment, future forbearance terms, waiver and/or modification of the Loan Agreement and/or the default of the financial covenants.
 
The Company is seeking alternative debt financing and has conducted discussions with other senior lenders to replace the Loan Agreement. The Company may not be successful in obtaining alternative debt financing or additional financing sources may not be available on acceptable terms.  If the Loan Agreement is called and the Company is unable to obtain alternative debt financing, the Company would need to use its existing cash and cash equivalents, which may not be sufficient to satisfy its current obligations as they become due.

During the fiscal year ended April 30, 2011, the Company was in default of the financial covenants under the Loan Agreement due to the operating losses incurred during the previous fiscal year.  In the first quarter of fiscal 2011, the Company obtained a waiver for this non-compliance from BOA.  However, as a result of the non-compliance with the financial covenants at the completion of our second fiscal quarter of 2011, on December 22, 2010 the Company executed the terms of a Forbearance Agreement with BOA.  On March 28, 2011 but effective February 28, 2011, the Company entered into a first amendment of the forbearance agreement.  Under the terms of the Forbearance Amendment, BOA agreed not to exercise its rights or remedies against the Company as a result of these events of default until the earlier of (a) September 30, 2011 or (b) an event of termination under the Forbearance Agreement.

On June 28, 2011, the Company received a letter dated June 27, 2011 (the “Notice”) from counsel to BOA pursuant to which BOA alleged that certain events of default considered to be events of termination under the Forbearance Agreement have occurred under the Loan Agreement (including the Forbearance Agreement), including failures to (i) provide a compliance certificate pursuant to section 8.2(f) of the Loan Agreement, (ii) maintain EBITDA on a quarterly basis of not less than $425,000 for the quarter ending April 30, 2011 pursuant to section 8.3 of the Loan Agreement, (iii) maintain, on a consolidated basis, a Funded Debt to Tangible Net Worth Ratio of not more than 1.00 to 1.00 as of April 30, 2011 pursuant to section 8.4 of the Loan Agreement, (iv) maintain, on a consolidated basis, an Interest Coverage Ratio, on a quarterly (and not a rolling four-quarter) basis, of at least 3.00 to 1.00 for the quarter ending April 30, 2011 pursuant to section 8.5 of the Loan Agreement, (v) maintain, on a consolidated basis, a Funded Debt to EBITDA Ratio on a quarterly basis of not more than 21.00 to 1.00 for the quarter ending April 30, 2011 pursuant to section 8.25 of the Loan Agreement, and (vi) maintain, on a consolidated basis, a Basic Fixed Charge Ratio of not less than 1.20 to 1.00 as of the April 30, 2011 quarter end pursuant to section 2(d)(iii) of the  Forbearance Amendment.

As further described in Note 9, “Discontinued Operations”, on September 1, 2011, the Company completed the sale of its St. Louis and Sarasota operations centers to Multiband for $2,000,000 in cash.  The $2,000,000 in cash proceeds paid to BOA reduced the outstanding borrowings under the Loan Agreement to $3,560,977 as of September 13, 2011.

On September 27, 2011, the Company entered into a second amendment to the Forbearance Agreement (the Second Forbearance Amendment). Under the terms of the Second Forbearance Amendment, BOA agreed not to exercise its rights or remedies against the Company as a result of these events of default until the earlier of (a) November 30, 2011 or (b) an event of termination under the Forbearance Agreement.  During the term of the Second Forbearance Amendment, the available funds pursuant to the Loan Agreement were limited to the lesser of (a) (i) from September 27, 2011 through and including October 20, 2011, $3,800,000, (ii) from October 21, 2011 through and including November 29, 2011, $3,500,000, and (iii) on November 30, 2011 and all times thereafter, $0, or (b) the aggregate sum of (i) through and including October 1, 2011, 70%, and then on and after October 2, 2011, 60%, of eligible accounts receivable (as defined in the Forbearance Agreement) which are not more than 90 days past original invoice date, plus (ii) 30% percent of eligible inventory (as defined in the Forbearance Agreement), provided that, at no time shall advances against eligible inventory exceed $500,000. On October 21, 2011, the Company paid $60,977 to reduce the borrowings outstanding under the Loan Agreement to $3,500,000. The per annum interest rate was amended to be the Prime Rate plus (a) 200 basis points through and including September 30, 2011, (b) 300 basis points from October 1, 2011 through and including October 31, 2011, (c) 400 basis points from November 1, 2011 through and including November 30, 2011, or (d) 500 basis points, or such higher rate as permitted by the Loan Agreement, from December 1, 2011 until the outstanding loan is repaid. As of the date of this filing, BOA has not assessed the higher rate.

On November 29, 2011, as part of the terms of the Second Forbearance Amendment, the Company agreed to sign over a tax refund from the Internal Revenue Service of $1,134,842 to BOA, which was applied against the outstanding loan amount.  This payment reduced the outstanding borrowings under the Loan Agreement to $2,365,158.
 
Due to the short-term nature of the outstanding balance, the line of credit borrowings under the Loan Agreement are classified as a current liability.
 
Loans Payable

The Company’s long-term debt also consists of notes issued by the Company or assumed in acquisitions related to working capital funding and the purchase of property and equipment in the ordinary course of business. At October 31, 2011, loans payable and capital lease obligations totaled $393,587 with interest rates ranging from 7.8% to 14.3%.  The Company’s management believes that the fair values of the loans payable do not differ materially from their aggregate carrying values based on stated rates not being materially different from market based rates as of October 31, 2011.

Due Joint Venture Partner

As of October 31, 2011, the China Operations had outstanding loans due the joint venture partner, Taian Gas Group (TGG), totaling $3,075,591, of which $2,359,725 matures on September 30, 2012, and bears interest at prime rate in China.  The remaining balance of $715,866 is due on demand and represents interest accrued and working capital loans from TGG to the China Operations in the normal course of business.