XML 16 R37.htm IDEA: XBRL DOCUMENT v2.4.0.6
Debt (Details) (USD $)
6 Months Ended 3 Months Ended 6 Months Ended 6 Months Ended 6 Months Ended 6 Months Ended 3 Months Ended 3 Months Ended 6 Months Ended 3 Months Ended 6 Months Ended
Jun. 30, 2012
Dec. 31, 2011
Convertible Senior Secured Promissory Notes [Member]
Jun. 30, 2012
Convertible Senior Secured Promissory Notes [Member]
Jun. 30, 2012
Convertible Secured Promissory Notes [Member]
Jun. 30, 2012
Contingent Warrants [Member]
Dec. 31, 2011
Contingent Warrants [Member]
Jun. 30, 2012
First Contingent Warrants [Member]
Jun. 30, 2012
First Contingent Warrants [Member]
Convertible Senior Secured Promissory Notes [Member]
Jun. 30, 2012
Second Contingent Warrants [Member]
Jun. 30, 2012
Second Contingent Warrants [Member]
Convertible Senior Secured Promissory Notes [Member]
Mar. 31, 2011
Conversion Warrant [Member]
Jun. 30, 2012
Placement Fee Warrants [Member]
Dec. 31, 2011
Placement Fee Warrants [Member]
Convertible Senior Secured Promissory Notes [Member]
Jun. 30, 2012
Placement Fee Warrants [Member]
Convertible Senior Secured Promissory Notes [Member]
Jun. 30, 2011
Convertible Line of Credit with Related party [Member]
Mar. 31, 2011
Convertible Line of Credit with Related party [Member]
Jun. 30, 2012
Convertible Line of Credit with Related party [Member]
Jun. 30, 2011
Convertible Line of Credit with Related party [Member]
Contingent Warrants [Member]
Mar. 31, 2011
Convertible Line of Credit with Related party [Member]
Contingent Warrants [Member]
Feb. 28, 2012
Convertible Line of Credit with Related party [Member]
Contingent Warrants [Member]
Jun. 30, 2012
Convertible Line of Credit with Related party [Member]
First Contingent Warrants [Member]
Jun. 30, 2012
Convertible Line of Credit with Related party [Member]
Second Contingent Warrants [Member]
Line of Credit Facility [Line Items]                                            
Face Value of Note                                 $ 1,300,000          
Due date                                 Dec. 31, 2012 [1]          
Annual Interest rate (in hundredths)                                 5.00%          
Contingent warrants issued at inception (in shares) 3,150,000 [2]   2,500,000 [2]       1,575,000 [2] 1,250,000 [2],[3] 1,575,000 [2] 1,250,000 [2],[4]             650,000 [2]       325,000 [2],[5] 325,000 [2],[4]
Warrants vested (in shares)             (1,575,000) (1,250,000) [3] 0 0                     (325,000) [5] 0 [5]
Contingent warrants outstanding 1,575,000   1,250,000       0 0 1,575,000 [6] 1,250,000 [6]             325,000 [6]       0 [6] 325,000 [6]
Weighted average exercise price of warrants (in dollars per share)     $ 0.01   $ 0.01 $ 0.01         $ 1.00 $ 1.09         $ 0.01          
Extension fee, rate (in hundredths)                                 5.00%          
Extension fee                                 65,000          
Terms of Conversion feature The Contingent Warrants have a term of five years from the date of issuance; however each is subject to automatic terminations as defined in the First Contingent Warrant and Second Contingent Warrant terms. The shares of Common Stock issuable upon exercise of the Contingent Warrants do not carry registration rights and may be exercised on a "cashless" basis. In the event of a change in control transaction on or prior to the First Measurement Date, then the Contingent Warrants shall be exercisable immediately prior to the closing of such change in control transaction. In the event (i) of a change in control transaction after the First Measurement Date and on or prior to the Second Measurement Date and (ii) the per share value of the consideration received by the holders of Common Stock in such change in control transaction is at least $1.75, the Second Contingent Warrant shall be null and void. If the value of the per share consideration received by the holders of Common Stock in such transaction is less than $1.75, the Second Contingent Warrant shall be exercisable immediately prior to the closing of such change in control transaction.             The First Contingent Warrant, (the "First Contingent Warrant") is issued to each investor to purchase 25% of the number of shares of Stock purchased, at an exercise price of $0.01 per share, provided that the First Contingent Warrant shall only be exercisable if the Company's Gross Revenue as reported in the Company's Audited Financial Statements for the year ended December 31, 2011, do not equal or exceed $11,500,000. As of December 31, 2011, the First Contingent warrants vested due to the Company's Gross Revenue not exceeding $11,500,000 for the year ended December 31, 20 The Second Contingent Warrant, (the "Second Contingent Warrant") is issued to each investor to purchase 25% of the number of shares of Stock purchased, at an exercise price of $0.01 per share, provided that the Second Contingent Warrant shall only be exercisable if the Company's Gross Revenue as reported in the Company's Audited Financial Statements for the year ended December 31, 2012, do not equal or exceed $31,150,000 and further provided that such Warrant shall be null and void in the event that prior to issuance of such Audited Financial Statements (the "Second Measurement Date") the closing trading price of the Stock is at least $1.75 per share for ten or more consecutive trading days.                       The First Contingent Warrant, (the "First Contingent Warrant") is issued to each investor to purchase 25% of the number of shares of Stock purchased, at an exercise price of $0.01 per share, provided that the First Contingent Warrant shall only be exercisable if the Company's Gross Revenue as reported in the Company's Audited Financial Statements for the year ended December 31, 2011, do not equal or exceed $11,500,000 and further provided that such Warrant shall be null and void in the event that prior to issuance of such Audited Financial Statements (the "First Measurement Date") the closing trading price of the Stock is at least $1.50 per share for ten or more consecutive trading days. During the three months ended March 31, 2012, the First Contingent Warrants vested due to the Company's Gross Revenue not exceeding $11,500,000 for the year ended December 31, 2011 and due to the closing trading price of the stock not equaling or exceeding $1.50 per share for ten or more consecutive trading days. The Second Contingent Warrant, (the "Second Contingent Warrant") is issued to each investor to purchase 25% of the number of shares of Stock purchased, at an exercise price of $0.01 per share, provided that the Second Contingent Warrant shall only be exercisable if the Company's Gross Revenue as reported in the Company's Audited Financial Statements for the year ended December 31, 2012, do not equal or exceed $31,150,000 and further provided that such Warrant shall be null and void in the event that prior to issuance of such Audited Financial Statements (the "Second Measurement Date") the closing trading price of the Stock is at least $1.75 per share for ten or more consecutive trading days.
Borrowings during the period                             500,000 800,000            
Contingent warrants issued (in shares)                                   250,000 400,000      
Warrant and beneficial conversion value     2,278,052                                 550,000    
Debt Instrument [Line Items]                                            
Face Value of Note     5,000,000 1,250,000                                    
Total face value of notes 6,300,000                                          
Due date     Dec. 31, 2013 [7]                                      
Annual interest rate (in hundredths)     5.00%                                      
Contingent warrants issued at inception (in shares) 3,150,000 [2]   2,500,000 [2]       1,575,000 [2] 1,250,000 [2],[3] 1,575,000 [2] 1,250,000 [2],[4]             650,000 [2]       325,000 [2],[5] 325,000 [2],[4]
Warrants vested (in shares)             (1,575,000) (1,250,000) [3] 0 0                     (325,000) [5] 0 [5]
Contingent warrants outstanding 1,575,000   1,250,000       0 0 1,575,000 [6] 1,250,000 [6]             325,000 [6]       0 [6] 325,000 [6]
Weighted average exercise price of warrants (in dollars per share)     $ 0.01   $ 0.01 $ 0.01         $ 1.00 $ 1.09         $ 0.01          
Warrants, term 5 years       5 years             5 years                    
Warrants, shares callable, maximum             25.00%   25.00%                          
Terms of Conversion feature The Contingent Warrants have a term of five years from the date of issuance; however each is subject to automatic terminations as defined in the First Contingent Warrant and Second Contingent Warrant terms. The shares of Common Stock issuable upon exercise of the Contingent Warrants do not carry registration rights and may be exercised on a "cashless" basis. In the event of a change in control transaction on or prior to the First Measurement Date, then the Contingent Warrants shall be exercisable immediately prior to the closing of such change in control transaction. In the event (i) of a change in control transaction after the First Measurement Date and on or prior to the Second Measurement Date and (ii) the per share value of the consideration received by the holders of Common Stock in such change in control transaction is at least $1.75, the Second Contingent Warrant shall be null and void. If the value of the per share consideration received by the holders of Common Stock in such transaction is less than $1.75, the Second Contingent Warrant shall be exercisable immediately prior to the closing of such change in control transaction.             The First Contingent Warrant, (the "First Contingent Warrant") is issued to each investor to purchase 25% of the number of shares of Stock purchased, at an exercise price of $0.01 per share, provided that the First Contingent Warrant shall only be exercisable if the Company's Gross Revenue as reported in the Company's Audited Financial Statements for the year ended December 31, 2011, do not equal or exceed $11,500,000. As of December 31, 2011, the First Contingent warrants vested due to the Company's Gross Revenue not exceeding $11,500,000 for the year ended December 31, 20 The Second Contingent Warrant, (the "Second Contingent Warrant") is issued to each investor to purchase 25% of the number of shares of Stock purchased, at an exercise price of $0.01 per share, provided that the Second Contingent Warrant shall only be exercisable if the Company's Gross Revenue as reported in the Company's Audited Financial Statements for the year ended December 31, 2012, do not equal or exceed $31,150,000 and further provided that such Warrant shall be null and void in the event that prior to issuance of such Audited Financial Statements (the "Second Measurement Date") the closing trading price of the Stock is at least $1.75 per share for ten or more consecutive trading days.                       The First Contingent Warrant, (the "First Contingent Warrant") is issued to each investor to purchase 25% of the number of shares of Stock purchased, at an exercise price of $0.01 per share, provided that the First Contingent Warrant shall only be exercisable if the Company's Gross Revenue as reported in the Company's Audited Financial Statements for the year ended December 31, 2011, do not equal or exceed $11,500,000 and further provided that such Warrant shall be null and void in the event that prior to issuance of such Audited Financial Statements (the "First Measurement Date") the closing trading price of the Stock is at least $1.50 per share for ten or more consecutive trading days. During the three months ended March 31, 2012, the First Contingent Warrants vested due to the Company's Gross Revenue not exceeding $11,500,000 for the year ended December 31, 2011 and due to the closing trading price of the stock not equaling or exceeding $1.50 per share for ten or more consecutive trading days. The Second Contingent Warrant, (the "Second Contingent Warrant") is issued to each investor to purchase 25% of the number of shares of Stock purchased, at an exercise price of $0.01 per share, provided that the Second Contingent Warrant shall only be exercisable if the Company's Gross Revenue as reported in the Company's Audited Financial Statements for the year ended December 31, 2012, do not equal or exceed $31,150,000 and further provided that such Warrant shall be null and void in the event that prior to issuance of such Audited Financial Statements (the "Second Measurement Date") the closing trading price of the Stock is at least $1.75 per share for ten or more consecutive trading days.
Conversion price (in dollars per share)     $ 1.00                                      
Warrant and beneficial conversion value     2,278,052                                 550,000    
Proceeds from issuance of Convertible Senior Secured Promissory Notes   5,000,000                                        
Proceeds from issuance of Notes to Chairman of the Board and CEO   500,000                                        
Commitment to lend     1,500,000                                      
Convertible debt, shares issuable if converted (in shares)     5,000,000                                      
Placement fee   32,800                                        
Placement fee, warrants issued (in shares)                         42,400                  
Fair value of placement fee warrants                           15,000                
Direct costs of sale of notes     $ 47,800                                      
[1] The initial termination date of the Credit Agreement is December 31, 2012 and the Company may elect to extend the termination date until December 31, 2013 upon payment of an extension fee of 5% of the outstanding principle balance or $65,000.
[2] The Contingent Warrants have a term of five years from the date of issuance; however each is subject to automatic terminations as defined in the First Contingent Warrant and Second Contingent Warrant terms. The shares of Common Stock issuable upon exercise of the Contingent Warrants do not carry registration rights and may be exercised on a "cashless" basis. In the event of a change in control transaction on or prior to the First Measurement Date, then the Contingent Warrants shall be exercisable immediately prior to the closing of such change in control transaction. In the event (i) of a change in control transaction after the First Measurement Date and on or prior to the Second Measurement Date and (ii) the per share value of the consideration received by the holders of Common Stock in such change in control transaction is at least $1.75, the Second Contingent Warrant shall be null and void. If the value of the per share consideration received by the holders of Common Stock in such transaction is less than $1.75, the Second Contingent Warrant shall be exercisable immediately prior to the closing of such change in control transaction.
[3] The First Contingent Warrant, (the "First Contingent Warrant") is issued to each investor to purchase 25% of the number of shares of Stock purchased, at an exercise price of $0.01 per share, provided that the First Contingent Warrant shall only be exercisable if the Company's Gross Revenue as reported in the Company's Audited Financial Statements for the year ended December 31, 2011, do not equal or exceed $11,500,000. As of ended December 31, 2011, the First Contingent warrants vested due to the Company's Gross Revenue not exceeding $11,500,000 for the year ended December 31, 2011.
[4] The Second Contingent Warrant, (the "Second Contingent Warrant") is issued to each investor to purchase 25% of the number of shares of Stock purchased, at an exercise price of $0.01 per share, provided that the Second Contingent Warrant shall only be exercisable if the Company's Gross Revenue as reported in the Company's Audited Financial Statements for the year ended December 31, 2012, do not equal or exceed $31,150,000 and further provided that such Warrant shall be null and void in the event that prior to issuance of such Audited Financial Statements (the "Second Measurement Date") the closing trading price of the Stock is at least $1.75 per share for ten or more consecutive trading days.
[5] The First Contingent Warrant, (the "First Contingent Warrant") is issued to each investor to purchase 25% of the number of shares of Stock purchased, at an exercise price of $0.01 per share, provided that the First Contingent Warrant shall only be exercisable if the Company's Gross Revenue as reported in the Company's Audited Financial Statements for the year ended December 31, 2011, do not equal or exceed $11,500,000 and further provided that such Warrant shall be null and void in the event that prior to issuance of such Audited Financial Statements (the "First Measurement Date") the closing trading price of the Stock is at least $1.50 per share for ten or more consecutive trading days. During the three months ended March 31, 2012, the First Contingent Warrants vested due to the Company's Gross Revenue not exceeding $11,500,000 for the year ended December 31, 2011 and due to the closing trading price of the stock not equaling or exceeding $1.50 per share for ten or more consecutive trading days.
[6] The contingent warrants have not been included in our earnings per share calculation per the guidance in ASC 260-10-45-13 Earnings per share: Treatment of Contingently Issuable Shares in Weighted-Average Shares Outstanding which states that shares issuable for little or no cash consideration upon the satisfaction of certain conditions (contingently issuable shares) shall be considered outstanding common shares and included in the computation of basic EPS as of the date that all necessary conditions have been satisfied (in essence, when issuance of the shares is no longer contingent).
[7] Unless the Company has repaid the applicable lender's Notes in full prior to December 31, 2012, the Company must pay to each lender an additional interest payment in the amount of five percent (5%) of the aggregate outstanding principal amount of such lender's Notes as of December 31, 2012.