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Long-Term Debt
3 Months Ended
Jul. 31, 2012
Long-Term Debt [Abstract]  
Long-Term Debt

7.     Long-Term Debt

 

The Company’s long-term debt consists of the following at July 31, 2012 and April 30, 2012 (in thousands):

 

 

 

 

 

 

 

 

July 31,

 

April 30,

 

 

2012

 

2012

Term Note A payable to Wells Fargo Capital Finance, LLC, which was entered into in conjunction with the acquisition of Daegis. Interest is incurred at the prevailing LIBOR rate plus 5.0% per annum with a minimum rate of 6.50% (6.50% at July 31, 2012), payable monthly. Principal is payable over four years with principal payments of $300 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 July 31, 2012.

$

 9,400

$

 11,100

 

 

 

 

 

Term Note B payable to Wells Fargo Capital Finance, LLC, which was entered in conjunction with the acquisition of Daegis. Interest is incurred at the prevailing LIBOR rate plus 10.0% per annum with a minimum rate of 12.0% (12.0% at July 31, 2012) payable monthly.  Principal is due in full at maturity, June 30, 2015.

 

 4,000

 

 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 6.50% (6.50% at July 31, 2012), payable June 30, 2015.

 

 5,500

 

 5,500

 

 

 

 

 

Capital leases, payable in monthly installments through July 2015.

 

 553

 

 651

 

 

 19,453

 

 21,251

    Less current portion

 

 (2,002)

 

 (2,945)

    Total long term debt, net

$

 17,451

$

 18,306

 

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 1.50% 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, certain total leverage ratios, and certain fixed charge coverage ratios, all 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 July 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.

 

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

 

 

 

 

Fiscal Year Ending April 30,

 

Amount

Remainder of 2013

$

 1,647

2014

 

 1,348

2015

 

 1,326

2016

 

 15,132

 

$

 19,453

 

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.