Note 8 - Liabilities

6 Months Ended

Jun. 30, 2012

Other Liabilities Disclosure [Text Block]

8.     Liabilities

The Company’s “Accrued and other liabilities” as of June 30, 2012 and December 31, 2011 were as follows:

	June 30, 2012		December 31, 2011
	(in thousands)
Tax-related	$	1,263	$	56
Accrued compensation and related taxes		5,163		1,593
Deferred revenue		744		278
Professional services		17		485
Accrued workers compensation		-		1,233
Other		1,572		181
Total	$	8,759	$	3,826

The Company’s “Other long-term liabilities” as of June 30, 2012 and December 31, 2011 were as follows:

	June 30, 2012		December 31, 2011
	(in thousands)
Tax-related	$	7,340	$	10,737
Phantom stock liability		3,420		-
	$	10,760	$	10,737

Through its acquisition of SWH, the Company has a phantom stock plan agreement (the “Phantom Plan”), in which the board of directors is authorized to grant phantom shares to employees and consultants. The value of the phantom shares was fixed at $1,543 per share as a result of the acquisition. If employees or consultants are terminated, their unvested shares are returned to the Phantom Plan. Phantom stockholders are entitled to receive a cash payment for their vested shares on February 1, 2016, unless there is a change of control or employee death. The Company is accounting for the unvested portion of the Phantom Plan as post-combination compensation expense by accreting a liability over the vesting period.

Sun Well has a credit agreement with Wells Fargo Bank, National Association that includes a term loan of $20,000,000 and a revolving line of credit for up to $5,000,000. The loans are secured by the assets of Sun Well and bear interest, at the option of Sun Well, at LIBOR plus 3.5% or the greater of (a) the bank’s prime rate, (b) the Federal Funds Rate plus 1.5%, or (c) the Daily One-Month LIBOR rate plus 1.5% for base rate loans. Both options are subject to leverage ratio adjustments. The interest payments are made monthly. The term loan is repayable in $1,000,000 quarterly principal installments from September 30, 2011 through June 30, 2015. Sun Well borrowed $20,000,000 on the term loan in July 2011 and has made $5,000,000 in scheduled principal payments through June 30, 2012. Borrowings under the revolving loan, which are determined based on eligible accounts receivable, mature on June 30, 2015. There is no balance due on the revolving loan as of June 30, 2012. Under the agreement, Sun Well is subject to certain financial covenants, with which it was in compliance as of June 30, 2012.

The future principal payments due on the notes payable are as follows:

	Amount
	(in thousands)
For the year ended December 31:
2012 (remaining six months)	$	1,000
2013		4,000
2014		4,000
2015		6,000
	$	15,000