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Note 6 - Debt
3 Months Ended
Mar. 31, 2012
Debt Disclosure [Text Block] Note 6. Debt
Notes Payable

On February 21, 2008, the Company entered into a Securities Purchase Agreement with Imperium Master Fund, LTD. and three other parties (collectively “Imperium”), which Securities Purchase Agreement was amended on October 14, 2008 (as so amended, the “SPA”), pursuant to which the Company issued, and Imperium purchased from the Company, an aggregate $7,000 in principal of senior secured notes (“Notes Payable”). The Notes Payable matured on November 15, 2009 and bear interest at the rate of 8.0%.  Interest is payable monthly.  As of March 31, 2012 and June 30, 2011, accrued interest of $54 and $47, respectively, is included in accrued expenses and other current liabilities in the condensed consolidated balance sheets.

An additional premium of $805 was granted due to the amendment noted above.  The initial additional premium of $805 was subject to interest payments commencing October 1, 2011.  In addition, pursuant to the Forbearance Agreement, a $1.0 million forbearance fee is due and payable at the end of the forbearance period under the Forbearance Agreement.  Such fee is included in accrued expenses and other liabilities in the condensed consolidated balance sheets as of March 31, 2012.
 

The Notes Payable are secured by a pledge of substantially all of the Company’s assets.

On October 4, 2011, the Company and the Collateral Agent for the Note Payable Holders, entered into a Forbearance Agreement.  The Forbearance Agreement provided that the Collateral Agent shall forbear from exercising rights and remedies arising from the occurrence of Specified Defaults (as defined in the Forbearance Agreement), including the Company’s failure to repay the Notes Payable which are due and payable.   Several extensions of the Forbearance Agreement were granted from December 31, 2011 through February 8, 2012; however, on February 8, 2012, the forbearance period under the Forbearance Agreement expired.  As of May 21, 2012, the Company remains in default under the Notes Payable.

The Company is negotiating with the Collateral Agent regarding a further forbearance, however, there can be no assurance that any further forbearance will be granted.  In addition, the Company and the Collateral Agent continue to discuss the options available to the Company to repay the Notes Payable among other strategic options to repay the Notes Payable under agreeable terms. 

The Company is also currently negotiating with a third party financial institution to obtain debt financing on terms favorable to the Company in order to repay in full the Notes Payable, as well as to provide for the ongoing working capital and capital expenditure needs of the Company.  However, there can be no assurance that the Company will be able to secure such debt financing on terms acceptable to the Company.

Convertible Note Payable – CD Financial, LLC

On February 21, 2008, the Company entered into a Securities Purchase Agreement (the “CD SPA”) with CD Financial, a significant shareholder of the Company, pursuant to which the Company issued and CD Financial purchased from the Company, a Convertible Senior Secured Note in the principal amount of $4,500 (the “Convertible Note Payable”).  The Convertible Note Payable matured on February 21, 2011 and bears interest at the rate of 9.5%.  Interest is payable monthly.  The Convertible Note Payable is secured by a pledge of substantially all of the Company’s assets.

In March 2009, the Company and CD Financial entered into an oral agreement to suspend the cash interest payments on the Convertible Note Payable until the Company returned to positive cash flows in its operations.  In this oral agreement, CD Financial agreed not to give any default notices or increase interest rates due to such default (the default interest rate as defined in the Convertible Note Payable is 18%).  The Company resumed interest payments on the Convertible Note Payable in August of 2009.  In March 2010, CD Financial orally agreed to defer the interest owed for April 2010, in the amount of $36, until the Company returned to positive cash flows to assist the Company in meeting its short term cash flow requirements.  The Company has made timely monthly interest payments, beginning with the May 2010 monthly interest obligation.  As of May 21, 2012, the Company is in default under the Convertible Note Payable for the nonpayment of the principal balance due on February 21, 2011.  The Company is currently negotiating, in connection with its third party financial institution negotiations (see Note 6. Debt – Notes Payable), the refinancing of the Convertible Note Payable with CD Financial.  However, there can be no assurance that the Company will be able to secure such refinancing on terms acceptable to the Company and the third party financial institution.

As of March 31, 2012 and June 30, 2011, accrued interest of $289 and $254 with respect to the Convertible Note Payable is included in accrued expenses and other current liabilities, respectively, in the condensed consolidated balance sheets, including interest in arrears of $217 in each period.

The Convertible Note Payable may be converted, at any time and at the holder’s option, into shares of the Company’s common stock under the terms and conditions set forth in the CD SPA.  The conversion price is a formula that bases the conversion price on the greater of (i) 90% of the average Volume Weighted Average Price (the "VWAP") market price of the Company’s common stock for 20 trading days immediately preceding the conversion date and (ii) $2.00, subject to adjustment in the event of a stock dividend, stock split or combination, reclassification or similar event and upon certain issuances below the conversion price.

Also, in accordance with the CD SPA, the Company will issue and deliver to CD Financial, for no additional consideration, 50,000 shares of common stock, on a quarterly basis in arrears, until the Convertible Note Payable has been repaid in full.  The Company recognizes additional interest expense for the shares issued in connection with the Convertible Note Payable.

Debt discount of $197 and $837, respectively, in the three and nine months ended March 31, 2011 was recorded in interest expense in condensed consolidated statement of operations.

Notes Payable, CD Financial LLC

On November 24, 2009, Manhattan Drug, a wholly owned subsidiary of the Company, entered into a $300 promissory note (the “CD Note”) with CD Financial.  The CD Note matured on November 24, 2010 and bears interest at the rate of 5%, which interest is payable quarterly.  As of May 21, 2012, the Company is in default under the CD Note as a result of the Company’s failure to repay the CD Note on its scheduled maturity date.  Interest is paid quarterly.  The CD Note is expected to remain outstanding until the Company satisfies the Company’s obligations under the Notes Payable. (See Note 6. Debt – Notes Payable).

On July 29, 2010, Manhattan Drug entered into a second promissory note in the amount of $40 (the “CD $40 Note”) with CD Financial.  The CD $40 Note matured on October 29, 2010 and bore interest at the rate of 5%.  Manhattan Drug repaid the CD $40 Note on October 29, 2010.  Interest was accrued monthly and was paid on maturity.

The weighted average interest rate paid on the Company’s outstanding debt was 8.46% and 8.49% in the three months ended March 31, 2012 and 2011, respectively and 8.48% and 8.49% for the nine months ended March 31, 2012 and 2011, respectively.