Annual report pursuant to Section 13 and 15(d)

Subsequent Events

v3.5.0.2
Subsequent Events
12 Months Ended
Jun. 30, 2016
Subsequent Events [Abstract]  
Subsequent Events
17. Subsequent
        Events

On September 7, 2016, the Company entered into an Asset Purchase Agreement with Western State Design and its members, pursuant to which the Company, indirectly through a newly formed wholly owned subsidiary, has agreed to acquire substantially all of the assets and assume certain liabilities of Western State Design. The total consideration for the Western State Design Acquisition will be equal to $28,000,000, consisting of (i) cash consideration of $18,000,000 (subject to certain net working capital and other adjustments) and (ii) 2,044,990 shares of the Company’s common stock, which amount is equal to the quotient of $10,000,000 divided by the average closing price per share of the Company’s common stock on the NYSE MKT for the 10 trading days immediately prior to the date of the Asset Purchase Agreement, (the “Average Common Stock Price”). Pursuant to the rules of NYSE MKT, the Company may not issue shares representing more than 19.9% of the total number of shares of the Company’s common stock outstanding at the time of closing without stockholder approval. Accordingly, at the closing of the Western State Design Acquisition, the Company will issue shares representing 19.9% of the total number of outstanding shares of the Company’s common stock. The issuance of the balance of the shares issuable in connection with the Western State Design Acquisition will require the approval of the Company’s stockholders. The Company has agreed to seek stockholder approval of such issuance. If the Company does not obtain stockholder approval of such issuance or otherwise issue the additional shares on or prior to the six-month anniversary after the date of the closing of the Western State Design Acquisition, then the Company will be required to make a cash payment in an amount equal to the number of shares not issued multiplied by the Average Common Stock Price.

 

In connection with the financing of the Western State Design Acquisition, the Company entered into a Securities Purchase Agreement with Symmetric Capital II, a company controlled by Henry M. Nahmad, the Manager of Symmetric Capital II and the Chairman, Chief Executive Officer, President and controlling stockholder of the Company. Pursuant to the Securities Purchase Agreement, the Company has agreed to issue and sell to Symmetric Capital II in a Private Placement an aggregate of 1,290,323 shares of the Company’s Common Stock for a total purchase price of approximately $6,000,000. The Company will use the proceeds from the Private Placement to fund a portion of the cash consideration to be paid in connection with the Western State Design Acquisition. Subject to certain closing conditions, including a financing condition and the approval by the NYSE MKT of the listing of the shares, the closing of the Private Placement is expected to occur immediately prior to the closing of the Western State Design Acquisition.

 

In addition, the Company has obtained a debt financing commitment from Wells Fargo for senior secured financing facilities in the maximum aggregate amount of up to $20,000,000, approximately $12,000,000 of which the Company intends to use to finance the balance of the cash consideration to be paid in connection with the Western State Design Acquisition not funded by the net proceeds of the Private Placement. The financing facilities are subject to the negotiation of mutually acceptable definitive documentation, which will include customary representations and warranties, affirmative and negative covenants, financial covenants, and events of default. Additionally, Wells Fargo’s obligation to provide the debt financing is subject to a number of customary closing conditions, including consummation of the Western State Design Acquisition in accordance with the terms of the Asset Purchase Agreement.

 

Closing of the Western State Design Acquisition is subject to certain closing conditions, including, but not limited to, (i) the Company obtaining, on terms and conditions acceptable to the Company, satisfactory debt and equity financing sufficient to fund the cash consideration; (ii) the approval by the NYSE MKT of the listing of the shares to be issued at the closing of the Western State Design Acquisition; (iii) the accuracy of the representations and warranties of the parties; and (iv) the parties’ performance and compliance in all material respects with the agreements and covenants contained in the Asset Purchase Agreement. There is no assurance that the Western State Design Acquisition will be completed on the contemplated terms, when anticipated, or at all.