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Subsequent Events
9 Months Ended
Dec. 28, 2012
Subsequent Events
Note 10.  Subsequent Events

Subsequent to the quarter end, the Company entered into a secured debt agreement with Partners for Growth III, L.P. (PFG) on February 8, 2013 which is subordinated to SVB’s senior secured position (the PFG Loan Agreement).  In conjunction with this transaction, the Company executed a second amendment to the SVB loan to allow PFG a subordinated position and to adjust the previous covenant levels.  The terms of the PFG Loan Agreement provide for receipt by the Company of $2.5 million in cash in return for monthly principal and interest payments over a period of 42 months at an initial interest rate of 11.75%.  The interest rate may reduce by 2% to 9.75% based on the achievement of certain revenue and adjusted EBITDA metrics in future periods.  Consistent with a second amendment to the SVB Loan Agreement, the PFG Loan Agreement provides for a rolling three month adjusted EBITDA covenant on a go forward basis and a minimum liquidity ratio of 2.25 to 1.00.  The new adjusted EBITDA covenant begins at a negative adjusted EBITDA of $750,000 for the period from January to June 2013, negative adjusted EBITDA of $300,000 for July through October 2013, adjusted EBITDA of $1 for November 2013 through February 2014, and a minimum of $100,000, thereafter subject to reset based on mutual agreement once a fiscal year 2015 budget is submitted to the lenders.  The Company is restricted under the agreement from borrowing more than $1.5M on the SVB line of credit for the first six months of the PFG Loan Agreement.
 
As part of the consideration for the PFG Loan Agreement, the Company will grant PFG and certain of its affiliates warrants to purchase up to 1,195,000 shares of the Company’s Class A Common Stock upon receiving NYSE MKT’s approval of an additional listing application covering the shares of Class A Common Stock issuable under such warrants. 995,000 of the shares issuable under the warrants will be granted at initial strike price equal to the lower of (i) $0.50 per share, or (ii) the volume-weighted average price per share of the Company’s Class A Common Stock on the NYSE MKT stock exchange for the ten (10) trading days ending on the business day immediately preceding the warrant grant, and the remaining 200,000 shares issuable under the warrants will be granted at a $1.00 strike price.  In the event that the Company achieves at least $32,600,000 in Revenues and $412,000 in EBITDA during the fiscal year ending March 31, 2014, the warrant agreements pursuant to which the warrants will be issued (the PFG Warrant Agreements) provide that an aggregate of 100,000 of the $0.50 warrants and an aggregate of 100,000 of the $1.00 warrants will be cancelled.  The PFG Warrant Agreements also include a net exercise provision pursuant to which the warrant holders would receive the number of shares equal to (i) the product of (A) the number of warrants exercised multiplied by (B) the difference between (1) the fair market value of a share of Class A Common Stock (with fair value generally being equal to the highest closing price of the Company’s Class A Common Stock during the 45 consecutive trading days prior to the date of exercise) and (2) the strike price of the warrant, (ii) divided by the fair market value of a share of Class A Common Stock.  In addition, in the event the Company is acquired, liquidates, conducts a public offering, or the warrants expire, each warrant holder will have the right to “put” its warrants to the Company in exchange for a per share cash payment that varies with the number of shares issuable under each warrant, but in the aggregate will not exceed $250,000.

The PFG Loan Agreement will close upon the Company’s issuance of the warrants and the satisfaction of other closing conditions customary for transactions of this nature.  The Company expects to close the PFG Loan Agreement during the week of February 11, 2013.
 
Subsequent to the quarter end, a Second Amendment to the SVB Loan Agreement was signed and provided for an increase in the liquidity covenant from 2.00: 1.00 to 2.25: 1.00, a revision to the three month rolling adjusted EBITDA covenant to conform to the EBITDA covenant in the PFG Loan Agreement, a change to the streamline reporting trigger, and an agreement to waive the restriction on granting any security interest to other parties to permit the Company to enter into the PFG Loan Agreement.  The Company currently enjoys streamline reporting if it has at least $1 in adjusted EBITDA and a liquidity ratio of at least 2.50: 1.00.  The streamline reporting provision was amended to permit the Company to provide streamlined reporting any time it has more than $3 million in cash and line of credit availability, and no funds drawn against the line of credit.  The interest rate structure of the loan remains substantially the same.  The Second Amendment to the SVB Loan Agreement will become effective upon the closing of the PFG Loan Agreement.