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DEBT:
6 Months Ended
Mar. 31, 2014
Debt Disclosure [Abstract]  
DEBT:
DEBT:
 
Loan Facility
 
On July 29, 2010, DLH Solutions entered into a Loan and Security Agreement (the “Loan Agreement”) with Presidential Financial Corporation (the “Lender”). Under the Loan Agreement, the Lender agreed to provide a two (2) year secured loan facility with renewal options to DLH Solutions. As described below, through a series of amendments, the Company and the Lender extended the term and increased the amount of credit available pursuant to the Loan Agreement.
 
In May 2012, the Company and the Lender entered into an amendment to the Loan Agreement (the “Fifth Amendment”) pursuant to which the Lender agreed to increase the available line of credit from $3,000,000 to a maximum amount of $6,000,000 and to increase the maximum amount available under the unbilled accounts facility of the Loan Agreement from $500,000 to $1,000,000. The Fifth Amendment provides for an initial sublimit under the maximum loan amount of $3,000,000 (the “Initial Sublimit”) and an adjusted sublimit of $4,000,000 (the “Adjusted Sublimit”). Pursuant to a letter agreement dated May 21, 2013, the sublimit for maximum amounts available on unbilled accounts was increased from $500,000 to $750,000. The Company’s ability to borrow against the increased available credit, however, is subject to the satisfaction of certain conditions, including (i) the Company's (a) demonstrated need for the increase and (b) compliance with the Loan Agreement, and (ii) the Lender’s consent, in its sole discretion, to increase the Initial Sublimit. Presently, as the Company has not requested an increase of the Initial Sublimits, the current borrowing limits remain in effect.
In December 2013, the Loan Agreement was further modified to permit letters of credit to be issued under the overall credit facility, subject to availability provided by eligible billed and unbilled accounts receivable and further subject to a limit of $1.03 million.
In March 2014, the Company entered into a new amendment to the Loan Agreement (the “Sixth Amendment”) pursuant to which the Lender agreed to reduce the interest rate and certain of the service fees and modify the scope of the early termination fee. Pursuant to the Sixth Amendment, effective as of March 1, 2014, the interest rate was decreased to the rate of 0.75% above the greater of the Wall Street Journal Prime Rate or 3.25%. The interest rate is now the same for Accounts Receivable and Unbilled Accounts lines of credit, thereby eliminating the interest rate premium of 2% that was previously payable in respect of any advances secured by unbilled accounts receivable.

In addition, effective as of March 1, 2014, the monthly service charge was reduced from 0.65% to 0.30% of the average daily outstanding balance during the month so long as the Loan Agreement is outstanding and the collateral monitoring fee was reduced from $5,000 to $2,500 per month.  Further, pursuant to the Sixth Amendment, the current term of the Loan Agreement was extended to July 29, 2015 and thereafter shall automatically renew on each anniversary date thereof for subsequent twelve month terms unless terminated by either party. The Sixth Amendment also provides that if the Loan Agreement is terminated prior to July 29, 2015, either (i) by DLH Solutions or automatically on the commencement of an insolvency proceeding by DLH Solutions or (ii) by Lender after the occurrence of an event of default, Lender will be entitled to a termination fee of 0.5% of the maximum loan amount sublimit then in effect.

The interest rate on the Accounts Receivable portion of the loan was 4.0% at March 31, 2014, and 5.2% at March 31, 2013.  The interest rate on the Unbilled Accounts portion was 4.0% at March 31, 2014 and 7.2% at March 31, 2013.

At March 31, 2014, based on current eligible accounts receivable and unbilled accounts, our available loan reserves were $1.5 million, comprised of unused loan capacity of $0.5 million and a letter of credit reserve for $1.03 million.  The amount outstanding on our loan as of March 31, 2014 was $0.6 million.

DLH Solutions’ ability to request loan advances under the Loan Agreement is subject to (i) computation of DLH Solutions’ advance availability limit based on “eligible accounts receivables” (as defined in the Loan Agreement) multiplied by the “Accounts Advance Rate” established by the Lender which initially shall be 85% and may be increased or decreased by the Lender in exercise of its discretion; and (ii) compliance with the covenants and conditions of the loan. Unbilled accounts receivable are subject to a sub-facility limit of $750,000 and an advance rate of 75%. The loan is secured by a security interest and lien on all of DLH Solutions’ cash accounts, account deposits, letters of credit and investment property, chattel paper, furniture, fixtures and equipment, instruments, investment property, general intangibles, deposit accounts, inventory, other property, all proceeds and products of the foregoing (including proceeds of any insurance policies and claims against third parties for loss of any of the foregoing) and all books and records related thereto. 

The Loan Agreement requires compliance with customary covenants and contains restrictions on the Company’s ability to engage in certain transactions. Among other matters, under the loan agreement we may not, without consent of the Lender, (i) merge or consolidate with another entity, form any new subsidiary or acquire any interest in a third party; (ii) acquire any assets except in the ordinary course of business; (iii) enter into any transaction outside the ordinary course of business; (iv) sell or transfer collateral; (v) make any loans to, or investments in, any affiliate or enter into any transaction with an affiliate other than on an arms-length basis; (vi) incur any debt outside the ordinary course of business; (vii) pay or declare any dividends or other distributions; or (viii) redeem, retire or purchase any of our equity interests exceeding $50,000. Further, without the consent of the Lender, the Company is also restricted from making any payments in respect of other outstanding indebtedness.  The Lender agreed to eliminate the tangible net worth covenant as part of the Fifth Amendment. Either party may terminate the Loan Agreement at any time upon 60 days written notice, and the Loan Agreement provides for customary events of default following which the Lender may, at its option, immediately terminate the loan agreement and accelerate the repayment of any amount outstanding. The defined events of default include, among other things, a material adverse change in the Company's circumstances, or if the Lender deems itself insecure in the ability of the Company to repay its obligations, or as to the sufficiency of the collateral. At present, the Company has not experienced, and the financial institution has not declared, an event of default.
 
The Company remains a party to the Corporate Guaranty Agreement previously entered into with Lender pursuant to which it has guaranteed all of the obligations of DLH Solutions under the Loan Agreement.