BG STAFFING, INC. (NYSEMKT:BGSF) Files An 8-K Entry into a Material Definitive Agreement

BG STAFFING, INC. (NYSEMKT:BGSF) Files An 8-K Entry into a Material Definitive Agreement

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Item 1.01

Entry into a Material Definitive Agreement.
The information set forth under Items 2.01 and 2.03 are
incorporated by reference herein.
Item 1.02
Termination of a Material Definitive Agreement.
The information set forth under Item 2.03 is incorporated by
reference herein.
Item 2.01
Completion of Acquisition or Disposition of Assets.
On April 3, 2017, BG Staffing, Inc. (the Company), through its
subsidiary BG Staffing, LLC, acquired substantially all of the
assets, and assumed certain of the liabilities, of Zycron, Inc.
(Zycron), which provides IT temporary staffing talent services to
companies and governmental entities throughout the southeastern
U.S. region and selected markets across the country, to an Asset
Purchase Agreement (the Purchase Agreement), dated April 3, 2017,
by and between BG Staffing, Inc., BG Staffing, LLC, Zycron, and
Darrell S. Freeman, the sole shareholder of Zycron (the
Shareholder). The Company paid $18.5 million cash and issued $1
million (70,670 shares privately placed under Section 4(a)(2) of
the Securities Act) of our common stock at closing. An additional
$500,000 was held back as partial security for post-closing
purchase price adjustments and indemnification obligations. The
Purchase Agreement further provides for earn-out payments to Zycron
of up to an aggregate of $3.0 million, provided certain conditions
are met, over a two year period following the acquisition date. The
cash at closing was paid out of funds under the Term Loan as part
of the Companys Amended and Restated Credit Agreement with Texas
Capital Bank and certain other lenders. The Shareholder has
guaranteed Zycrons obligations under the Purchase Agreement and has
agreed to certain noncompetition and nonsolicitation restrictions
as set forth in the Purchase Agreement. The Purchase Agreement
contains representations and warranties, covenants, and
indemnification provisions that are customary for a transaction of
this nature.
The Purchase Agreement is filed as Exhibit 2.1 hereto. The above
description of the Purchase Agreement is not complete and is
qualified in its entirety by reference to Exhibit 2.1, which is
incorporated by reference herein.
Item 2.03
Creation of a Direct Financial Obligation or an
Obligation under an Off-Balance Sheet Arrangement of a
Registrant.
Amended and Restated Credit Agreement
In connection with the acquisition of the assets of Zycron
described above, on April 3, 2017, BG Staffing, Inc. (the Company)
entered into an Amended and Restated Credit Agreement (the Credit
Agreement) with Texas Capital Bank, National Association (TCB), as
administrative agent , swing line lender, sole lead arranger and
sole book runner, and certain other lenders (collectively the
Lenders). The Credit Agreement provides for a revolving credit
facility maturing April 3, 2022 (the Revolving Facility )
permitting the Company to borrow funds from time to time in an
aggregate amount equal to the lesser of the borrowing base and the
Lenders’ aggregate commitment of $35 million. The borrowing base
is an amount equal to 85% of the value of eligible accounts
receivable of the Company and its subsidiaries, as defined in the
Credit Agreement. TCB may also, in its sole discretion, make loans
(Swing Line Loans) from time to time in an aggregate amount not to
exceed at any time outstanding the lesser of $7.5 million or the
aggregate amount of the Lenders commitments at such time.
The Credit Agreement also provides for a term loan maturing April
3, 2022 (the Term Loan) in the amount of $20.0 million. Principal
is payable quarterly, beginning June 30, 2017, based on the annual
percentage of the original principal amount as follows:
Annual Period
Annual Percent of Original Principal
Four Quarterly Principal Repayments of:
Year One
10%
$500,000
Year Two
15%
$750,000
Year Three
20%
$1,000,000
Year Four
25%
$1,250,000
Year Five
30%
$1,500,000
The Company borrowed $20 million on the term loan and paid down
approximately $538,000 on the Revolving Facility in conjunction
with the closing of the Purchase Agreement on April 3, 2017.
The Revolving Facility and Term Loan bear interest either at the
Base Rate plus the Applicable Margin or LIBOR plus the Applicable
Margin (as such terms are defined in the Credit Agreement). Swing
Line Loans bear interest at the Base Rate plus the Applicable
Margin. The Company also pays an unused commitment fee on the daily
average unused amount of the commitment at a rate equal to 0.50%.
All interest and commitment fees are generally paid quarterly.
Additionally, the Company may make up to two requests for an
increase in the aggregate commitment under the Revolving Facility
or an increase to the Term Loan of up to $20 million as allowed in
the Credit Agreement; provided that any such request for an
increase shall be in a minimum amount of $5 million.
A default interest rate of equal to 2% per annum in excess of the
otherwise applicable interest rate is applied until the default is
waived or cured. The lenders may also declare the Companys
obligations immediately due and payable in connection with an Event
of Default.
The Companys obligations under the Credit Agreement are secured by
a first priority security interest in substantially all tangible
and intangible property of the Company and its subsidiaries. The
obligations of the Company under the Credit Agreement are
guaranteed by each of the Companys subsidiaries.
The Credit Agreement contains customary affirmative covenants as
well as negative covenants restricting the ability of the Company
and its subsidiaries to, among other things (with certain
exceptions): (i) incur indebtedness; (ii) incur liens; (iii) enter
into mergers, consolidations, or similar transactions; (iv) pay
dividends or make distributions; (v) make loans; (vi) dispose of
assets; (vii) enter into transactions with affiliates; or (viii)
change the nature of their business.
In addition, the Company may not permit the Leverage Ratio (as
defined in the Credit Agreement) on a consolidated basis to be
greater than the following: 2.50 to 1.0 (April 3, 2017 to end of
fiscal March 2018), 2.00 to 1.0 (March 31, 2018 to end of fiscal
March 2019), 1.50 to 1.0 (March 31, 2019 to end of fiscal March
2020), 1.0 to 1.0 (From and after end of fiscal March, 2020).
Moreover, the Company may not permit, for any four fiscal quarter
period, the Fixed Charge Coverage Ratio (as defined in the Credit
Agreement) on a consolidated basis to be less than 1.50 to 1.00,
and may not permit the Dividend Fixed Charge Coverage Ratio (as
defined in the Credit Agreement) to be less than (a) 1.10 to 1.00
for any four fiscal quarter period ending on or before September
30, 2017 or (b) 1.20 to 1.00 for any four fiscal quarter period
thereafter.
Proceeds from the foregoing loan arrangements were used to pay off
existing indebtedness of the Company on the revolving credit
facility under the Credit Agreement, dated as of August 21, 2015,
as amended, with Texas Capital Bank, as administrative agent and
sole initial lender and such agreement was amended and restated on
April 3, 2017 in connection with such repayment.
The descriptions of the Amended and Restated Credit Agreement set
forth in this Item 1.01 are not complete and are qualified in their
entirety by reference to the full text of such agreements. The
Amended and Restated Credit Agreement is filed as Exhibit 10.1 to
this Current Report on Form 8-K and are incorporated herein by
reference.
Item 3.02
Unregistered Sales of Equity Securities.
The information set forth under Item 2.01 is incorporated by
reference.
Item 7.01
Regulation FD Disclosure.
Zycron had revenues of approximately $38.3 million for the year
ended December 31, 2016.
On April 6, 2017, the Company issued a press release in connection
with the Purchase Agreement, a copy of which is furnished as
Exhibit 99.1 to this Current Report. Exhibit 99.1 shall not be
deemed to be filed for the purposes of Section 18 of the Securities
Exchange Act of 1934, as amended (the Exchange Act), or otherwise
subject to the liabilities of that section, and will not be
incorporated by reference into any filing under the Securities Act
of 1933, as amended, or the Exchange Act unless specifically
identified therein as being incorporated therein by reference.
Item 9.01
Financial Statements and Exhibits.
(a)
Financial statements of businesses acquired. The financial
statements required by Item 9.01 with respect
to>the>acquisition described in Item 2.01 are not being
filed herewith but will be filed by amendment to this Current
Report on Form 8-K no later than 71 calendar days after the
date on which this Current Report on Form 8-K was required to
be filed to Item 2.01.
(b)
Pro forma financial information. The pro forma financial
information required by Item 9.01 with respect to the
acquisition described in Item 2.01 above is not being
furnished herewith but will be furnished by amendment to this
Current Report on Form 8-K no later than 71 calendar days
after the date on which this Current Report on Form 8-K was
required to be filed to Item 2.01.
(c)
Exhibits
Exhibit No.
Description
2.1*
ASSET PURCHASE AGREEMENT dated, as of April 3, 2017, by
and between BG Staffing, Inc., BG Staffing, LLC, Zycron
Inc., and Darrell S. Freeman
10.1*
Amended and Restated Credit Agreement, dated as of April
3, 2017, among BG Staffing, Inc., as borrower, the
Lenders from time to time party hereto, and Texas Capital
Bank, National Association, as administrative agent,
swing line lender, sole lead arranger, and sole book
runner
99.1
Earnings release dated
April 6, 2017
*
to Item 601(b)(2) of Regulation S-K, certain schedules
and similar attachments have been omitted. The Company
hereby agrees to furnish a copy of any omitted schedule
or attachment to the Securities and Exchange Commission
upon request.
to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
BG STAFFING, INC.
Date:
April 6, 2017
/s/ Dan Hollenbach
Name:
Title:
Dan Hollenbach
Chief Financial Officer and Secretary
(Principal Financial Officer)
EXHIBIT INDEX
Exhibit No.
Description
2.1*
ASSET PURCHASE AGREEMENT dated, as of April 3, 2017, by
and between BG Staffing, Inc., BG Staffing, LLC, Zycron
Inc., and Darrell S. Freeman
10.1*
Amended and Restated Credit Agreement, dated as of April
3, 2017, among BG Staffing, Inc., as borrower, the
Lenders from time to time party hereto, and Texas Capital
Bank, National Association, as administrative agent,
swing line lender, sole lead arranger, and sole book
runner
99.1
Earnings release dated
April 6, 2017
*


About BG STAFFING, INC. (NYSEMKT:BGSF)

BG Staffing, Inc. (BG Staffing) is a provider of temporary staffing services. The Company provides temporary workers to a range of customers that are seeking to match their workforce requirements to their business needs. Its customers operate across a diverse set of industries. The Company’s operations are organized into three segments: Commercial, Multifamily and Professional. The Company’s temporary staffing services consist of on-demand or short-term staffing assignments, contract staffing, and on-site management administration. Short-term staffing services assist employers in dealing with employee demands caused by such factors as seasonality, fluctuations in customer demand, vacations, illnesses, parental leave, and special projects. The Company’s contract staffing services place temporary employees with customers for time-periods of more than three months or for an indefinite time period.

BG STAFFING, INC. (NYSEMKT:BGSF) Recent Trading Information

BG STAFFING, INC. (NYSEMKT:BGSF) closed its last trading session up +0.38 at 14.43 with 23,414 shares trading hands.

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