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Subsequent Events
6 Months Ended
Jun. 30, 2011
Subsequent Events  
Subsequent Events

NOTE 15:  SUBSEQUENT EVENTS

 

On July 14, 2011, the Company entered into an agreement to purchase substantially all of the assets and assume certain of the liabilities of Alteva, LLC (the" Alteva Agreement"), a cloud-based Unified Communications solutions provider and enterprise hosted Voice over Internet Protocol provider in exchange for cash and stock with a potential combined value of $17,000. The issuance of stock contemplated under the Alteva Agreement is subject to regulatory approval by the New York State Public Service Commission ("PSC") and the New Jersey Board of Public Utilities ("BPU").

 

On August 5, 2011, the Company purchased substantially all of the assets and assumed certain of the liabilities of Alteva, LLC pursuant to the terms of the Alteva Agreement.  In exchange for the assets of Alteva, LLC, the Company made the following payments:

·$9,392 in cash to Alteva, LLC (of which $85 was used to pay Alteva's share of the cost for a representation and warranty insurance policy);

·$773 was used to retire certain indebtedness of Alteva, LLC; and

·$4,000 in cash was placed in escrow, which amount will be (i) returned to the Company upon the issuance of unregistered shares of the Company's common stock having a value of approximately $4,000 upon receipt of PSC and BPU approvals, or (ii) be released to Alteva, LLC in the event that PSC and BPU approvals are not received prior to December 3, 2011, in which case the Company will pay Alteva, LLC $4,000 cash in lieu of the Company's common stock.

 

In addition, up to a total of $2,000 in cash is payable to Alteva, LLC, on August 5, 2012 and 2013 (or prior to January 1, 2013 depending on certain tax law changes), if certain performance-based conditions are satisfied.  There will also be a post-closing working capital adjustment to the purchase price.  The Company withheld $750 from the purchase price as security for a potential working capital adjustment, the payment of certain liabilities and for possible indemnification claims.  On August 5, 2012, the Company will pay to Alteva, LLC  the sum of $750, less any amounts offset against such amount pursuant to the terms of the Agreement.   

On August 1, 2011, the Company drew down its entire $4,000 line of credit with Provident Bank.  Pursuant to the terms of the Alteva Agreement, the funds were deposited in an escrow account and the balance in the escrow account will be distributed to Alteva, LLC if PSC and BPU approval of the stock transaction is not received within 120 days of closing.  If the PSC and BPU approval is received within 120 days of closing, the balance in the escrow account will be returned to the Company.

 

On August 3, 2011, the Company entered into a supplement to its master loan agreement with CoBank, ACB.  The supplement provides for a $5,000 revolving loan facility in the principal amount of $5,000 (the "CoBank Revolving Loan").  Also on August 3, 2011, the Company drew down the entire $5,000 principal amount of the CoBank Revolving Loan to fund a portion of the purchase price of the Alteva Agreement.  The CoBank Revolving Loan becomes due and payable on August 2, 2012. 

The CoBank Revolving Loan incurs interest at a variable rate determined by CoBank, ACB or, if selected by the Company, at LIBOR plus 3.50%.  Interest is payable quarterly in arrears.  The Company paid CoBank, ACB a $50 origination fee in connection with the CoBank Revolving Loan. 

On August 4, 2011, the Board of Directors declared a regular quarterly dividend of $.26 per share of the Company's common stock and $1.25 per share of the Company's preferred stock.  The dividends are payable on September 30, 2011 to the shareholders of record on September 20, 2011.