F – Debt Facilities

A summary of debt facilities is as follows:

(In thousands)	2018			2017

Revolving lines of credit	$	151,380		$	118,124
Notes payable		305			413
Capital lease		1,117			-
Debt issuance costs		(435	)		(593	)

Debt facilities	$	152,367		$	117,944

December 12, 2016,

the Company entered into a Second Amended and Restated Loan and Security Agreement (the “Agreement”) which amended and restated the Company’s credit facilities. The Agreement extended the terms of the credit facilities to

December 12, 2019,

reduced the pricing tiers for determining the applicable interest rate from

four

to three, and reset the aggregate limit on the repurchase of Company stock to

$40

million beginning

December 12, 2016.

The Agreement also increased the total revolving credit facilities from

$172.5

million to

$200

million, provided the option to request revolver commitment increases for up to an additional

$50

million and increased the advance rate on accounts receivable with

month terms from

50%

55%,

and the advance rate on accounts receivable with

month terms from

45%

50%.

October 25, 2017,

the Company entered into Amendment

No.

(the “Amendment”) to the Agreement. The Amendment, among other things, (i) increased the aggregate limit on repurchases beginning with the effective date of the Amendment to

$50

million, net of proceeds received from the exercise of stock options, plus for a period of

six

months after

October 25, 2017,

the amount of repurchases available to the Company immediately prior to the effective date of the Amendment (net of proceeds received from exercise of stock options), and (ii) reduced the upper threshold to

20%

from

25%

for minimum net availability of the borrowing base for financial covenant testing and limitations on distributions. The Amendment also provides for a

0.025%

decrease in the

second

pricing tier and a

0.125%

decrease in the

third

pricing tier for determining the applicable interest rate. The Amendment also added a

fourth

pricing tier at LIBOR plus

2.875%,

based on the Company’s consolidated leverage ratio if greater than

1.75:1.00

for the preceding fiscal quarter. The Amendment did

not

change the

first

pricing tier. Pricing tiers are based on the Company’s consolidated leverage ratio for the preceding fiscal quarter.

The revolving credit facilities are collateralized primarily by finance receivables and inventory, are cross collateralized and contain a guarantee by the Company. Interest is payable monthly under the revolving credit facilities. The credit facilities provide for

four

pricing tiers for determining the applicable interest rate, based on the Company’s consolidated leverage ratio for the preceding fiscal quarter. The current applicable interest rate under the Credit Facilities is generally LIBOR plus

2.35%,

4.25%

April 30, 2018

and

3.37%

April 30, 2017.

The credit facilities contain various reporting and performance covenants including (i) maintenance of certain financial ratios and tests, (ii) limitations on borrowings from other sources, (iii) restrictions on certain operating activities and (iv) restrictions on the payment of dividends or distributions.

The distribution limitations under the credit facilities allow the Company to repurchase shares of its common stock up to certain limits. Under the current limits, the aggregate amount of repurchases after

October 25, 2017

cannot exceed the greater of: (a)

$50

million, net of proceeds received from the exercise of stock options (plus any repurchases made during the

first

six

months after

October 25, 2017,

in an aggregate amount up to the remaining availability under the

$40

million repurchase limit in effect immediately prior to

October 25, 2017,

net of proceeds received from the exercise of stock options), provided that the sum of the borrowing bases combined minus the principal balances of all revolver loans after giving effect to such repurchases is equal to or greater than

20%

of the sum of the borrowing bases; or (b)

75%

of the consolidated net income of the Company measured on a trailing

twelve

month basis. In addition, immediately before and after giving effect to the Company’s stock repurchases, at least

12.5%

of the aggregate funds committed under the credit facilities must remain available.

The Company was in compliance with the covenants at

April 30, 2018.

The amount available to be drawn under the credit facilities is a function of eligible finance receivables and inventory; based upon eligible finance receivables and inventory at

April 30, 2018,

the Company had additional availability of approximately

$46

million under the revolving credit facilities.

The Company recognized

$260,000

and

$252,000

of amortization for the

twelve

months ended

April 30, 2018

and

2017,

respectively, related to debt issuance costs. The amortization is reflected as interest expense in the Company’s Consolidated Statements of Operations.

During the

third

quarter of fiscal

2016,

the Company implemented the guidance of ASU

2015

03,

Simplifying the Presentation of Debt Issuance Costs

, which amended the presentation of debt issuance costs in the financial statements. ASU

2015

requires that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts, rather than as an asset. As a result of the retrospective adoption of this guidance, debt issuance costs were reclassified from prepaid expenses and other assets to revolving credit facilities on the Company’s Consolidated Financial Statements. Debt issuance costs of approximately

$435,000

and

$593,000

as of

April 30, 2018

and

2017,

respectively, are shown as a deduction from the revolving credit facilities in the Consolidated Balance Sheet.

During the years ended

April 30, 2018

and

April 30, 2017,

the Company incurred approximately

$103,000

and

$449,000,

respectively, in debt issuance costs related to the Second Amended and Restated Loan and Security Agreement.

December 15, 2015,

the Company entered into an agreement to purchase the property on which

one

of its dealerships is located for a purchase price of

$550,000.

Under the agreement, the purchase price is being paid in monthly principal and interest installments of

$10,005.

The debt matures in

December 2020,

bears interest at a rate of

3.50%

and is secured by the property. The balance on this note payable was approximately

$305,000

as of

April 30, 2018.

March 29, 2018,

the Company entered into a lease classified as a capital lease. The present value of the minimum lease payments is approximately

$1.1

million, which is included in Debt facilities in the Consolidated Balance Sheet. The leased equipment is amortized on a straight-line basis over

three

years. As of

April 30, 2018,

there is approximately

$14,000

in accumulated depreciation related to the leased equipment.