Note 6. Debt

Total outstanding debt of the Company as of December 30, 2011 and March 31, 2011 consisted of the following (in thousands):

	December 30, 2011		March 31, 2011
Bank term loan	$	958	$	687
Bank line of credit		--		494
MEDC/MSF loans		1,546		1,971
Debt to Related Parties		726		1,175
Total	$	3,230	$	4,327

Bank Debt –On September 25, 2008, the Company executed a loan agreement (the Loan Agreement) with The PrivateBank and Trust Company (The PrivateBank). The Loan Agreement provided the Company with a term loan and a $3.0 million line of credit. In particular, on September 23, 2011, the Company entered into a fifth amendment to the Loan Agreement (the Fifth Amendment) which established a $1.0 million term loan and extended the existing $3.0 million line of credit. The term loan was to be repaid in monthly principal payments of $20,833, plus interest at prime plus 0.5%, until maturity on October 1, 2015. The interest rate on the term loan on December 30, 2011 was 3.75%. The line of credit incurred interest at prime plus 0.5% and any outstanding borrowings were due on September 25, 2014. The availability under the line of credit was determined by a calculation of a borrowing base that includes a percentage of accounts receivable and inventory.

The line of credit was guaranteed by each of API’s wholly-owned subsidiaries and the term loan was secured by a Security Agreement among API, its subsidiaries and The PrivateBank, pursuant to which API and its subsidiaries granted to The PrivateBank a first-priority security interest in certain described assets.

The Loan Agreement contained financial covenants including minimum Debt Service Coverage ratio, Adjusted EBITDA level, and Net Worth requirements (each as defined in the Loan Agreement).

Among other things, the Fifth Amendment (1) eliminated the minimum compensating balance requirement; (2) amended the definition of “ Base Net Worth ” to provide that Base Net Worth will initially be set at $16.2 million; (3) amended the definition of “ Borrowing Base Amount ” to increase the potential availability of borrowings under the line of credit (as defined in the Loan Agreement); (4) amended the definition of “ Net Worth ” to permit the Company to add back certain non-cash goodwill or intangible asset impairment charges when calculating “Net Worth”; (5) decreased the amount of the term loan to $1.0 million; and (6) required the Company to maintain (i) a minimum Debt Service Coverage Ratio of 1.1 to 1.0 until September 30, 2013 and 1.2 to 1.0 from December 31, 2013 and thereafter, (ii) Adjusted EBITDA of not less than $1,500,000 on a trailing twelve month basis, and (iii) a minimum Net Worth of not less than the Base Net Worth.

Interest payments made to The PrivateBank during the nine month periods ended December 30, 2011 and December 31, 2010 were approximately $42,000 and $88,000, respectively.

On January 31, 2012, the Company and Picometrix entered into a loan and security agreement (and such other documents which constitute the SVB Loan Agreement) with Silicon Valley Bank (SVB) and terminated the Loan Agreement with The PrivateBank by paying off the outstanding term loan. The terms of the SVB Loan Agreement provide for a $5 million line of credit with a $3 million Export-Import (EX-IM) sublimit at an interest rate that ranges from prime plus 50 basis points on up to prime plus 375 basis points depending on the Company’s liquidity ratio and adjusted six month rolling EBITDA as defined in the SVB Loan Agreement. The SVB Loan Agreement contains a covenant for an initial minimum six month rolling adjusted EBITDA of negative $1,250,000 which reduces over time to $1 as of April, 2013. There is also a minimum liquidity ratio of 2.25 based on outstanding cash, receivables and debt as defined in the agreement. Using the financial condition of the Company as of December 30, 2011 and the related historical EBITDA, the Company would pay an interest rate of prime plus 50 basis points on the SVB Loan Agreement line of credit, the same rate as it previously incurred under The PrivateBank Loan Agreement. The amount that can be drawn on the line of credit is subject to a formula based on the outstanding receivables and inventory of the Company. In addition, the SVB Loan Agreement provides for a $1 million term loan with principal payable over three years in equal installments and interest at a rate ranging from prime plus 100 basis points to prime plus 425 basis points dependent on the Company’s liquidity ratio and adjusted six month rolling EBITDA as defined in the SVB Loan Agreement.

The EX-IM line of credit with SVB is guaranteed by API and Picometrix and all borrowings under the SVB Loan Agreement are secured by a first priority security interest that each of API and Picometrix granted to SVB over substantially all their respective assets. The Company was in compliance with the related liquidity and adjusted EBITDA covenant with SVB as of the closing. The term of the SVB loan agreement is two years and can be renewed annually by mutual consent.

MEDC/MSF Loans - The Michigan Economic Development Corporation (MEDC) entered into two loan agreements with Picometrix, one in fiscal 2005 (MEDC-loan 1) and one in fiscal 2006 (MEDC-loan 2). Both loans are unsecured.

The MEDC-loan 1 was issued in the original principal amount of $1,025,000. Under the original terms of the MEDC–loan 1, the interest rate was 7% and interest accrued but unpaid through October 2008 would be added to then outstanding principal balance of the promissory note issued pursuant to the MEDC- loan 1 and the restated principal would be amortized over the remaining four years (September 15, 2012). Effective September 23, 2008, the MEDC-loan 1 was amended and restated to change the start date of repayment of principal and interest from October 2008 to October 2009.

During the fourth quarter of fiscal 2010, the Company began negotiations with the MEDC to further amend the MEDC-loan 1 promissory note. The Company and the MEDC agreed that the payment of restated principal and accrued interest was to be suspended until the negotiations were completed. In May 2010, the Company entered into a debt conversion agreement with the MEDC whereby the MEDC would convert the accrued and unpaid interest as of November 30, 2009 totaling $324,669 into 601,239 unregistered shares of the Class A Common Stock of the Company at a price per share of $0.54 (market value of the stock on the day of conversion). In addition, the Company granted the MEDC a put option to sell back to the Company the shares received pursuant to the debt conversion agreement in the event of a trigger event as defined in the debt conversion agreement. In conjunction with the debt conversion agreement, the Company amended the MEDC-loan 1 promissory note to retroactively change the interest rate from 7% to 4% beginning in December 2009, and to change the repayment terms of the outstanding principal and interest such that beginning in October 2010, the Company is to repay the remaining principal and accrued interest on a monthly basis through maturity in November 2014.

MEDC-loan 2, which was assigned to the Michigan Strategic Fund (MSF) in June 2010, was issued in the original principal amount of $1.2 million. Under the original terms of the MEDC – loan 2, the interest rate was 7% and interest accrued, but unpaid in the first two years of this agreement was added to the then outstanding principal of the promissory note issued pursuant to the MEDC-loan 2. During the third year of this agreement, the Company was to pay interest on the restated principal of the promissory note until October 2008, at which time the Company was to repay the restated principal over the remaining three years (September 15, 2011). Effective January 26, 2009, the MEDC-loan 2 was amended and restated to change the start date of repayment of principal and interest from October 2008 to November 2009 and to extend the repayment period to October 2012.

During the fourth quarter of fiscal 2010, the Company began negotiations with the MEDC to further amend the MEDC-loan 2 promissory note. The Company and the MEDC agreed that the payment of restated principal and accrued interest was to be suspended until the negotiations were completed. In May 2010, the Company entered into a debt conversion agreement with the MEDC whereby the MEDC would transfer the MEDC-loan 2 promissory note to the MSF which would convert the accrued and unpaid interest as of October 31, 2009 totaling $237,667 into 440,124 unregistered shares of the Class A Common Stock of the Company at a price per share of $0.54 (market value of the stock on the day of conversion). In addition, the Company granted the MSF a put option to sell back to the Company the shares received pursuant to the debt conversion agreement in the event of a trigger event as defined in the debt conversion agreement. In conjunction with the debt conversion agreement, the Company amended the MEDC-loan 2 promissory note to retroactively change the interest rate from 7% to 4% beginning in November 2009, and to change the repayment terms of the outstanding principal and interest such that beginning in July 2010, the Company is to repay the remaining principal and accrued interest on a monthly basis through maturity in September 2014.

The Company performed an assessment of the amendments made to the MEDC and MSF loans during the second quarter of fiscal 2011 to determine whether or not the amendments constituted a “troubled debt restructuring” or a “substantial modification” in accordance with FASB guidance and concluded that the amendments did not constitute either a troubled debt restructuring or a substantial modification. Furthermore, the Company performed an assessment of the balance sheet classification of the common shares issued as part of the debt conversion agreements in light of the put options granted and determined that equity classification of the shares is appropriate since the trigger event related to the put option is considered to be in the control of the Company.

Interest payments made to the MEDC/MSF were approximately $58,000 and $90,000 during the nine month periods ended December 30, 2011 and December 31, 2010, respectively.

Debt to Related Parties - As a result of the 2005 acquisition of Picotronix LLC, the Company issued four year promissory notes (the Picometrix Notes) to Robin Risser, the Company’s COO, and Steve Williamson, the Company’s CTO (collectively, the Note Holders) in the aggregate principal amount of $2,900,500. API had the option of prepaying the Picometrix Notes without penalty. The maturity date of the Picometrix Notes was subsequently extended in a series of amendments. In particular, on November 29, 2010, the Company and the Note Holders entered into the fifth amendment to the Picometrix Notes (the Fifth Note Amendment). The Fifth Amendment required the Company to pay the Note Holders a restructuring fee of $156,312 (11%) and extended the due dates for the remaining principal balance payments on the Picometrix Notes (in the aggregate amount of $1,400,500) to September 1, 2012 per the payment schedule below:

Payment Date		Principal Payment
December 1, 2010	$	150,000
March 1, 2011	$	75,000
June 1, 2011	$	75,000
September 1, 2011	$	150,000
December 1, 2011	$	225,000
March 1, 2012	$	225,000
June 1, 2012	$	225,000
September 1, 2012	$	275,500

As part of the Fifth Note Amendment, the interest rate on the Picometrix Notes was increased from prime plus 1% to prime plus 2% (5.25% at December 30, 2011), and interest was to be paid quarterly through the maturity date. The balance outstanding under the Picometrix Notes was $725,500 at December 30, 2011. The Company received Board approval to pay both the September 1, 2011 and December 1, 2011 principal payments on September 1, 2011. The Picometrix Notes are secured by all of the intellectual property of Picometrix.

Interest payments made to Related Parties during the nine month periods ended December 30, 2011 and December 31, 2010 were approximately $44,000 and $45,000, respectively.

In conjunction with the Fifth Note Amendment, on November 15, 2010, the Company and the Note Holders entered into a security purchase agreement (the SPA), which was subsequently amended and restated on November 29, 2010. Pursuant to the terms of the SPA, the Company issued the Note Holders 66,799 Units comprised of (i) 66,799 shares of Class A Common Stock and (ii) warrants (the 2010 Warrants) to purchase an aggregate of 267,196 shares of Class A Common Stock at an exercise price of $1.404 per share. While the exercise price of the 2010 Warrants is subject to adjustment in certain circumstances, such adjustment cannot reduce the exercise price below $1.17 per share.

The Company performed an assessment of the Fifth Note Amendment in the third quarter of fiscal 2011 and determined that the Fifth Note Amendment constituted a “substantial modification” in accordance with FASB guidance as the present value of future cash flows under the terms of the Fifth Amendment, combined with the fair value of the consideration given as part of the SPA, was more than 10% different than the present value of cash flows under the prior amendment to the Picometrix Notes. As a result, the Company recorded a loss on debt extinguishment of $317,725 during the third quarter of fiscal 2011, which is equal to the $156,312 restructuring fee and the fair value of the warrants issued in conjunction with the SPA which was $161,413 at November 30, 2010. See Note 7 to the Consolidated Financial Statements for additional information on the Warrants.