NOTE 19—SUBSEQUENT EVENT

On March 9, 2016, the Company’s Board of Directors approved a new share repurchase authorization of up to $15 million.  The new share repurchase program will take effect upon completion of the Company’s current program, which has approximately $14.7 million remaining. The repurchase program is expected to be executed over time.  The shares may be repurchased from time to time in open market transactions at prevailing market prices, in privately negotiated transactions, pursuant to a Rule 10b5-1 repurchase plan or by other means in accordance with federal securities laws. The timing and the amount of any repurchases will be determined by the Company’s management based on its evaluation of market conditions, capital allocation alternatives, and other factors.  There is no guarantee as to the number of shares that will be repurchased, and the repurchase program may be extended, suspended or discontinued at any time without notice at the Company's discretion. 

On March 10, 2016 the Company commenced a tender offer to purchase up to $12.0 million in value of shares of its common stock $0.001 par value per share (“the “Shares”), at a price not greater than $4.00 nor less than $3.30 per Share, to the seller in cash, less any applicable withholding taxes and without interest (“the “Offer”).   The Offer is scheduled to expire on April 7, 2016. The Company is conducting the Offer through a procedure commonly called a modified “Dutch Auction”.  This procedure allows stockholders to select the price, within the specified range, as which stockholders are willing to sell their shares.  The Company will select the single lowest purchase price, not great than the $4.00 nor less than $3.30 per Share, that will allow the Company to purchase up to $12.0 million in value of Shares at such price, based on the number of Shared tendered, or, if fewer Shares are properly tendered, all Shares that are properly tendered and not properly withdrawn.  The Offer is only being made pursuant to the offering materials and related documents which the Company has filed with the Security and Exchange Commission, and to which reference is hereby made.

On March 9, 2016, the Company amended the 2013 Credit Agreement originally entered into on May 3, 2013.  The amendment increases the revolving line of credit commitment by $15 million to a total of $40 million and allows the Company to maintain our maximum consolidated total leverage ratio at 3.00 to 1.00 through the first quarter of 2017.  In addition, the amendment allows the Company to exclude the shares repurchased associated with the Dutch Auction from the calculation of the Consolidated Fixed Charge Coverage ratio.

On February 29, 2016, the Company executed a Sale and Purchase Agreement for all the shares of Experton Group AG (“the Agreement”), and consummated the acquisition of all the shares of Experton Group AG (“Experton Group”), a German Corporation.

Under the terms of the Agreement, The Company acquired the shares for aggregate cash of $0.6 million at closing and another $0.6 million one year from the closing date.  In addition, Experton Group is eligible to receive a minimum of $0 and a maximum of up to $1.2 million of earn-out payments for fiscal years 2016-2018 if certain revenue targets are met, payable in a combination of cash and stock.