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Long-Term Debt
9 Months Ended
Jan. 31, 2012
Long-Term Debt [Abstract]  
Long-Term Debt

7. Long-Term Debt

The Company's debt consists of the following at January 31, 2012 and April 30, 2011 (in thousands):

             
    January 31,     April 30,  
    2012     2011  
Term Note Payable to Hercules Technology II, L.P., the proceeds of which were used            
to fund the cash portion of the consideration to acquire Daegis - see Note 2, the            
Hercules notes were repaid on June 30, 2011. $   $ 24,009  
 
Hercules Technology II, L.P., credit facility, the Hercules notes were repaid on June 30,            
2011.       2,950  
 
Term Note A payable to Wells Fargo Capital Finance, LLC, the proceeds of which were            
used to repay the term note with Hercules Technology II, L.P. which was entered in            
conjunction with the acquisition of Daegis - see Note 2. Interest is incurred at the            
prevailing LIBOR rate plus 5.0% per annum with a minimum rate of 6.25% (6.25% at            
January 31, 2012), payable monthly. Principal is payable over four years with principal            
payments of $300,000 quarterly (beginning November 2011) plus an additional annual            
payment based on the Company's free cash flow for the year with any remaining            
amount due at maturity, June 30, 2015. This note is secured by an interest in            
substantially all of the Company's assets. This note includes certain financial covenants            
and the Company is in compliance with such covenants at January 31, 2012.   11,700      
 
 
Term Note B payable to Wells Fargo Capital Finance, LLC, the proceeds of which were            
used to repay the term note with Hercules Technology II, L.P. which was entered in            
conjunction with the acquisition of Daegis - see Note 2. Interest is incurred at the            
prevailing LIBOR rate plus 10.0% per annum with a minimum rate of 12.0% (12.0% at            
January 31, 2012) payable monthly. Principal is due in full at maturity, June 30, 2015.   4,000      
 
Wells Fargo Capital Finance, LLC, revolving line of credit, interest rate at prevailing            
LIBOR rate plus 5.0% per annum with a minimum rate of 6.25% (6.25% at January 31,            
2012), payable June 30, 2015.   5,500      
 
Capital leases payable, payable in monthly installments through July 2015.   747     517  
    21,947     27,476  
Less discount on notes payable       (876 )
Less current portion   (1,594 )   (1,869 )
Total long term debt, net $ 20,353   $ 24,731  

 

The discount on notes payable is related to warrants granted to the Hercules Technology II, L.P. in association with the issuance of the term note. The Company provided Hercules with 718,860 warrants to purchase shares of Company common stock at $2.45 per share. The warrants have an expiration date of June 29, 2020. The Company values its warrants based on open form option pricing models. Amortization of the discount on notes payable for the three months January 31, 2012 and 2011 was $0 and $66,000 respectively. Amortization of the discount on notes payable for the nine months ended January 31, 2012 and 2011 was $43,000 and $153,000, respectively.

In June 2011 the Company incurred a loss on extinguishment of debt of $2.2 million as a result of the refinancing of the Hercules Term Loan and Credit Facility. The loss included $1.0 million of unamortized loan costs and $0.8 million of warrant discounts on notes payable that were associated with the borrowings under the Hercules Term Loan and Credit Facility. Additionally, the Company was assessed prepayment fees of $0.4 million.

In June 2011 the Company entered into the Wells Fargo Credit Agreement. The Wells Fargo Credit Agreement consists of a $12.0 million Term Note A, a $4.0 million Term Note B, and a revolving credit note agreement whereby Wells Fargo would provide up to $8.0 million. The Term Note A, Term Note B, and revolving line of credit have interest rate of LIBOR plus 5.00%, 10.00% and 5.00%, respectively. The minimum LIBOR used in the interest rate is 1.25% for Term Note A and the revolving line of credit and 2.00% for Term Note B. The company capitalized $0.6 million of loan costs related to Wells Fargo Credit Agreement.

The Wells Fargo Credit Agreement requires ongoing compliance with certain affirmative and negative covenants. The affirmative covenants include, but are not limited to: (i) maintenance of existence and conduct of business; (ii) compliance with laws; (iii) use of proceeds; and (iv) books and records and inspection. The negative covenants set forth in the Wells Fargo Credit Agreement include, but are not limited to, restrictions on the ability of the Company (and the Company's subsidiaries): (i) with certain limited exceptions, to create, incur, assume or allow to exist indebtedness; (ii) with certain limited exceptions, to create, incur, assume or allow to exist liens on properties; (iii) with certain limited exceptions, to make certain payments, transfers of property, or investments; or (iv) with certain limited exceptions, to make acquisitions.

The Company is obligated to maintain certain minimum consolidated adjusted EBITDA levels as calculated in accordance with the terms and definitions determining such amounts as contained in the Wells Fargo Credit Agreement. The Wells Fargo Credit Agreement also contains various information and financial reporting requirements. The Company is in compliance with all such covenants and requirements at January 31, 2012.

The Wells Fargo Credit Agreement also contains customary events of default, including without limitation events of default based on payment obligations, repudiation of guaranty obligations, material inaccuracies of representations and warranties, covenant defaults, insolvency proceedings, monetary judgments in excess of certain amounts, change in control, certain ERISA events, and defaults under certain other obligations.

In March 2012, the Company amended the Wells Fargo Credit Agreement. As part of the amendment, the minimum LIBOR used in the interest rate for Term Note A and the revolving line of credit was increased to 1.50%. Additionally, modifications were made to certain financial covenants.

A summary of future payments on long-term debt obligations as of January 31, 2012 is as follows (in thousands):

       
Fiscal Year Ending April 30,   Amount  
Remainder of 2012 $ 396  
2013   1,545  
2014   1,348  
2015   1,326  
2016   17,332  
    21,947  
Current portion of long term debt   (1,594 )
Long term debt, net $ 20,353  

 

The summary of future payments on long-term debt obligations does not account for the annual payments based on the Company's free cash flow under Term Note A as noted above. The amount of these payments is not known; however, when they are determined it will accelerate the payment schedule outlined above.