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11 - Credit Facilities
9 Months Ended
Sep. 30, 2011
Schedule of Line of Credit Facilities [Table Text Block]
 11 — Credit Facilities

ATI Bank Lines of Credit – ATI has two $100,000 lines of credit.  The line of credit with Bank of America has an interest rate of 7.13% per annum.  The line of credit with Wells Fargo Bank has an interest rate of 6.75 % per annum.   The lines of credit are personally guaranteed by the former stockholder of ATI. On March 31, 2011 the former stockholder of ATI filed lawsuit against the Company (see Note 12).  Borrowings under these lines of credit amounted to approximately $177,000 and $192,000 at September 30, 2011 and December 31, 2010, respectively.

Revolving Credit Facility - The Company entered into certain agreements, including a Loan and Security Agreement (as subsequently amended, the “Agreement”), effective as of April 30, 2008, with Moriah Capital, L.P. (“Moriah”), pursuant to which the Company could borrow up to $2,400,000 which, per Amendments No. 1, No. 2 and No. 3 to the Agreement, was increased to $2,575,000 per an over-advance in Amendment No. 4. (the “Amendments), $25,000 of the over-advance was due and payable on July 31, 2009 and was paid in November, 2009 with the additional $50,000 over-advance paid during the year ended December 31, 2010.  The Company also paid $500,000 in principal during 2010.

Pursuant to the Agreement, the Company was permitted to borrow an amount not to exceed 80% of its eligible accounts (as defined in the Agreement), net of all discounts, allowances and credits given or claimed. Pursuant to the Amendments, from September 10, 2008 through November 4, 2008 this borrowing base increased to 110% of eligible accounts, from November 5, 2008 through December 15, 2008 increased to 135% of eligible accounts, from December 16, 2008 to January 15, 2009 decreased to 120% of eligible accounts, from January 16, 2009 through May 1, 2009 decreased to 110% of the eligible accounts, from May 1, 2009 to July 31, 2009 increased to 120% of eligible accounts, from August 1, 2009 to September 30, 2009 decreased to 100% and thereafter decreased to 85%.  The Company's obligations under the loans are secured by all of the assets of the Company, including but not limited to accounts receivable; provided, however, that Moriah’s lien on the collateral other than accounts receivable (as such terms are defined in the Agreement) are subject to the prior lien of the holders of the Company’s outstanding secured notes.  The Agreement includes covenants that the Company must maintain including financial covenants pertaining to cash flow coverage of interest and fixed charges, limitations on the ratio of debt to cash flow and a minimum ratio of current assets to current liabilities. The Company is not in compliance with one of the financial covenants as of September 30, 2011. Amendment No. 8 extended the term to June 30, 2011, Amendment No. 9 extended the term to September 30, 2011 and Amendment No. 10 extended the term to November 30, 2011.

Annual interest on the credit facility is equal to the greater of (i) the sum of (A) the Prime Rate as reported in the “Money Rates” column of The Wall Street Journal, adjusted as and when such Prime Rate changes plus (B) 4% or (ii) 15%, and is payable in arrears prior to the maturity date, on the first business day of each calendar month, and in full on September 30, 2011.  (See Note 1.)

In accordance with the Agreement, the outstanding amount of the loan at any given time may be converted into shares of the Company's common stock at the option of the lender. The conversion price was $1.00, subject to adjustments and limitations as provided in the Agreements.

The Company has also agreed to register the resale of shares of the Company's common stock issuable under the Agreement and the shares issuable upon conversion of the convertible note if the Company files a registration statement for its own account or for the account of any holder of the Company’s common stock.

As part of the original transaction, Moriah received Warrant #1 to purchase 2,000,000 shares of the Company’s common stock with an exercise price of $1.00 which expire on April 30, 2015.  As part of the Amendments No.1 and No. 2, Moriah received warrants to purchase an additional 1,000,000 and 3,000,000 shares, respectively, of the Company’s common stock under the same terms as the original 2,000,000 warrants.   The Company accounts for the issuance of detachable stock purchase warrants in accordance with FASB ASC 470-20 “Debt With Conversion and Other Options”, whereby it separately measures the fair value of the debt and the detachable warrants, and in the case of detachable warrants with put features to the Company for cash, it also values the put feature as a separate component of the detachable warrant, and allocates the proceeds from the debt on a pro-rata basis to each. The resulting discount from the fair value of the debt allocated to the warrant and put feature for cash, which are accounted for as paid-in capital and a liability, respectively, is amortized over the estimated life of the debt.   The warrants were valued using the Black-Scholes option-pricing model using the assumptions noted in the table below.  The value associated with the 6,000,000 warrants was $928,000 and was recorded as an offset to the principal balance of the revolving credit facility and was amortized on a straight-line basis through April 2009.  As discussed below, the put option liability was $250,000 and the $678,000 difference was credited to Additional Paid in Capital.

Pursuant to Amendment No. 4 dated May 22, 2009, effective as of April 30, 2009, Moriah received 1,000,000 seven year warrants with an exercise price of $0.01. The warrants were valued using the Black-Scholes option-pricing model using assumptions in the table below.  The value associated with the 1,000,000 warrants was $45,000 and was recorded as an offset to the principal balance of the revolving credit facility and was amortized on a straight-line basis through January 2010.  The warrant put option liability was increased to $437,500 and the $187,500 increase in the liability was recorded as an offset to the principal balance of the revolving credit facility and was amortized on a straight-line basis through January 2010.  In addition, Amendment No. 4 reduced the exercise price per share of the previous 6,000,000 warrants from $1.00 to $0.25.  As a result of re-pricing, incremental cost of $19,000 was recorded as debt discount and was fully amortized as of December 31, 2010.

Pursuant to Amendment No. 5 effective January 31, 2010, Moriah received 2,000,000 seven year warrants with an exercise price of $0.01.  The warrants have been valued using the Black-Scholes option-pricing model.  The value associated with the 2,000,000 warrants was $11,800 and was amortized on a straight-line basis in full during 2010. Also pursuant to Amendment No.5, the previously issued 6,000,000 warrants were restated with the exercise price reduced to $0.05 from $0.25 thereby resulting in an incremental cost of $8,400 amortized fully during 2010.  In addition, pursuant to Amendment No. 5 the interest rate for the facility was increased from 10% to 11%.

Pursuant to Amendment No. 6 entered into September 29, 2010 and effective April 30, 2010, the Company agreed to make regular principal reductions that would permanently reduce the maximum amount borrowed to $1,450,000 by December 31, 2010. As previously amended, the Company had issued to Moriah Warrants #1 to #6 to purchase a total of 9,000,000 shares of the Company's common stock, 6,000,000 of which have an exercise price of $0.05 and 3,000,000 of which have an exercise price of $0.01 and which collectively expire on various dates between April 30, 2015 and February 28, 2017.   The Company had also previously granted Moriah an option, as part of the Agreement, pursuant to which Moriah could sell the 2,000,000 shares subject to Warrant #1 back to the Company for $437,500.  The Company, as part of Amendment No. 6, has now issued to Moriah an additional warrant (Warrant #8) to purchase 1,500,000 shares of common stock with an exercise price of $0.01 and a term of seven years, which, in combination with the aforementioned Warrant #1 (exercisable for a total of 3,500,000 shares) could be sold back to the Company for $437,500 between July 1, 2011 and July 30, 2011.  In addition, as part of Amendment No. 6, the Company issued to Moriah a warrant (Warrant #7) to purchase 2,000,000 shares of the Company's common stock with an exercise price of $0.01 and a term of seven years and also granted Moriah an option to sell this warrant (Warrant #7) back to the Company for $280,000 between July 1, 2011 and July 30, 2011.  The warrants issued pursuant to Amendment No. 6 have been valued using the Black-Scholes option-pricing model.  The value associated with the 3,500,000 warrants is $20,400 and was amortized on a straight-line basis over the extended term of the agreement, of which $6,000 was amortized during the nine months ended September 30, 2011.

Pursuant to Amendment No. 7 entered into in March 2011 and effective December 31, 2010, the maximum amount that could be borrowed at December 31, 2010 is $2,400,000.  The Company has made payments on the line of credit that have reduced the outstanding advances to $2,000,000 at September 30, 2011.  Also pursuant to Amendment No. 7, the term of all warrants issued to Moriah was extended by two years.  The extension of the warrants has been valued using the Black-Scholes option-pricing model. The value associated with the extension was $14,000 and was charged to interest expense.

Pursuant to Amendment No. 8 entered into in May 2011 and effective March 30, 2011, the term of the Agreement was extended to June 30, 2011 and the Company incurred loan costs of $30,000 that was amortized during the three months ended June 30, 2011.

Pursuant to Amendment No. 9 entered into in August 2011 and effective June 30, 2011, the term of the Agreement was extended to September 30, 2011 and the Company incurred loan costs of $36,000 that were amortized during the three months ended September 30, 2011. Also pursuant to Amendment No. 9, the Company issued to Moriah warrants to purchase 1,000,000 and 500,000 shares of the Company’s common stock at July 31, 2011 and August 31, 2011, respectively, (Warrant #9 and Warrant #10). The warrants have an exercise price of $0.10 and will expire on July 31, 2020 and August 31, 2020, respectively. The value associated with the 1,500,000 Warrant #9 and #10 issuance was $30,000 and was amortized on a straight-line basis during the three months ended September 30, 2011.

In connection with Amendment No. 9, Moriah exercised its put option related to Warrant #1 and surrendered 766,497 shares subject to Warrant #1 for an amount of $100,000. Further, in consideration for inclusion of the put interest for Warrants #9 and #10 in the Warrant #7 put interest, the Warrant #7 put price was increased from $280,000 to $350,000.

Pursuant to Amendment No. 10 entered into in November 2011 and effective September 30, 2011, the term of the Agreement was extended to November 30, 2011 and the Company incurred loan costs of $24,000 that are being amortized over the extended term of the agreement. Also pursuant to Amendment No. 10, the Company issued to Moriah warrants to purchase 600,000 shares of the Company’s common stock (Warrant #11). The warrant has an exercise price of $0.05 and will expire on September 30, 2020. The value associated with the Warrant #11issuance was $15,000 and is being amortized on a straight-line basis over the extended term of the agreement.  In consideration for inclusion of the put interest for Warrant #11 in the Warrant #7 put interest, the Warrant #7 put price, as previously modified in Amendment No. 9, was increased from $350,000 to $400,000. The availability of loan amounts under the Agreement expires at November 30, 2011 and all amounts will be due at that time.

The expense recognized by the Company in the three months ended September 30, 2011 and 2010 from the amortization of the debt discount related to warrants was $30,000 and $1,000, respectively.  The expense recognized by the Company in the nine months ended September 30, 2011 and 2010 from the amortization of the debt discount was $36,000 and $50,000, respectively.

Pursuant to various Agreements and Amendments Moriah may sell certain warrants back to the Company for $437,500 at any time during the 30 day period commencing on the earlier of the prepayment in full of all loans or January 31, 2010. As noted above, as part of Amendment No. 6 the Company granted Moriah an additional option pursuant to which Moriah can sell warrants back to the Company for $280,000, subsequently increased to $400,000 by Amendment No. 10.  The Company has determined that the put options associated with the warrants causes the instrument to contain a net cash settlement feature. In accordance with FASB ASC 480 “Distinguishing Liabilities from Equity,” the put option requires liability treatment.  As a result, the put warrant liability was recorded at the warrant purchase price of $737,500 as of September 30, 2011.  The debt discount associated with the put liability for the warrant put feature is amortized over the extended terms of the agreement. An amount of $70,000 and $146,000 was amortized during the three and nine months ended September 30, 2011, respectively.

Pursuant to various amendments to the Agreement, the Company recognized interest expense of $36,000 and $162,000 for the three and nine months ended September 30, 2011, respectively, and $110,000 for the three and nine months ended September 30, 2010 on account of amortization of deferred loan costs.