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7. Long Term Debt and Obligations
9 Months Ended
Sep. 30, 2013
Long-term Debt, Unclassified [Abstract]  
LONG TERM DEBT AND OBLIGATIONS

 

   

September 30,

2013

   

December 31,

2012

 
Notes payables   $ 2,483     $ 3,909  
Convertible promissory notes, 4.0%: maturing at various dates through 2016     4,582       8,089  
Capitalized lease obligations and other financing     852       2,431  
Total debt and obligations     7,917       14,429  
Long-term debt and obligations due within one year     (5,268 )     (9,145 )
Long-term debt and obligations   $ 2,649     $ 5,284  

 

Notes payable consist primarily of obligations incurred or assumed related to prior years’ acquisitions. One of the seller notes payable totaling $1.0 million is secured by a letter of credit and the remaining notes are secured by the Company. Interest on these notes range between 2.5% and 4.5% and they mature at various dates through 2019.

 

At the Company’s election, convertible promissory notes with an aggregate principal balance of $4.3 million may be settled into a maximum of 2,397,227 shares of common stock. The Company may settle, at any time prior to and including the maturity date, any portion of the outstanding principal amount, plus accrued interest in a combination of cash and shares of common stock. To the extent that the Company’s common stock is part of such settlement, the settlement price is the most recent closing price of the Company’s common stock on the trading day prior to the date of settlement. Although none of these notes have been settled to date with shares, if all notes outstanding at September 30, 2013 were to be settled with shares, the Company would issue 2,397,227 shares of common stock. These notes do not require remeasurement to fair value after the business combination dates.

 

At the holder’s election, one convertible promissory note that matures in December 2013 with an aggregate principal balance of $0.3 million may be converted into shares of the Company’s common stock at any time, but not later than the maturity date at a fixed conversion price of $5.00 per share. In addition, the Company may deliver at any time prior to and including the maturity date any portion of the outstanding principal and accrued interest in shares of common stock. The settlement price at which the principal and accrued interest subject to settlement would be converted to common stock is the lesser of (i) the volume weighted average price for the five trading days on NASDAQ immediately prior to the date of conversion, and (ii) the fixed conversion rate; provided, however, that the closing price per share of common stock as reported on NASDAQ on the trading day immediately preceding the date of conversion is not less than $5.00. The note is convertible by the holder into a maximum of 313,040 shares of the Company’s common stock. If this note was converted at September 30, 2013, the Company would have issued 52,713 shares of the Company’s common stock. The Company records this note at fair value and adjusts its carrying value to fair value at each reporting period.

 

The Company has entered into capitalized lease obligations with third party finance companies to finance the cost of certain equipment. At September 30, 2013 and December 31, 2012, these obligations bore interest at rates ranging between 3.0% and 9.2%.