SUBSEQUENT EVENT

3 Months Ended

Mar. 31, 2016

SUBSEQUENT EVENT.

SUBSEQUENT EVENT

NOTE 13 – SUBSEQUENT EVENT

On April 29, 2016, the Company’s lenders agreed to amend the 2013 Credit Agreement to allow the Company to complete the acquisition of TracePoint Consulting LLC, a Georgia limited liability company (“TracePoint”).  In addition, the Company’s lenders agreed to allow the Company to exclude the acquisition from the Company’s $10.0 million fiscal year permitted acquisition basket and from the calculation of the Company’s Consolidated Fixed Charge Coverage ratio. 

On April 29, 2016, a subsidiary of the Company executed an Asset Purchase Agreement with TracePoint (“the Agreement”) and consummated the acquisition of substantially all of the assets and assumed certain liabilities of TracePoint for a purchase price of up to $7.8 million.  The purchase price was comprised of $1.5 million of cash consideration paid at closing and the Company will pay an additional $1.3 million of cash consideration in April 2017, if certain financial targets are met for 2016. TracePoint will also have the right to receive up to $5.0 million in additional consideration paid 50% in cash and stock, respectively, via earn-out payments for fiscal years 2016-2018, if certain financial targets are met.

On May 6, 2016, the Company prepaid a convertible note in the amount of $3.2 million for principal and accrued interest as satisfaction in full of all indebtedness owed by the Company under such convertible note. No gain or loss will be record as a result of this transaction. As a result of this transaction, the Company’s fully diluted shares outstanding will be reduced by 790,721 sharesand the aggregate principal amount of convertible notes that remain outstanding is $0.2 million.