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Line of Credit and Debt
3 Months Ended
Mar. 31, 2012
Debt Disclosure [Abstract]  
Debt Disclosure [Text Block]

Note D – Line of Credit and Debt

 

Rosenthal and Rosenthal, Inc. (“Rosenthal”) Line of Credit

 

We have entered into a Financing Agreement (the “Financing Agreement”) with Rosenthal. Under the Financing Agreement, Rosenthal provided the Company with up to $1,500,000 under a revolving secured line of credit (“Rosenthal Line of Credit”). The Rosenthal Line of Credit was collateralized by a first security interest in all of the Company’s accounts receivables, inventory, and intellectual property, and a second security interest in our machinery and equipment, leases, leasehold improvements, furniture and fixtures. The maximum availability of $1,500,000 was subject to an availability formula based on certain percentages of accounts receivable and inventory, and elements of the availability formula were subject to periodic review and revision by Rosenthal. Under the Financing Agreement, we paid Rosenthal an administrative fee of $1,500 per month and an annual fee of $15,000. There were additional administrative fees paid that totaled $5,000 in the First Quarter 2011 (there were no additional administrative fees charged in the First Quarter of 2012). Under the Financing Agreement, interest is payable monthly, and is charged at variable rates (based on the Prime Rate), with minimum monthly interest of $4,000. We incurred $12,000 in interest expense in the First Quarter 2012 and $13,000 in the First Quarter 2011.

 

So long as any obligations were due under the Rosenthal Line of Credit, the Company had to maintain working capital of not less than $2,000,000 and tangible net worth, as defined by the Financing Agreement, of not less than $4,000,000 at the end of each fiscal quarter. Under the Financing Agreement, tangible net worth is defined as (a) the aggregate amount of all Company assets (in accordance with U.S. GAAP), excluding such other assets as are properly classified as intangible assets under U.S. GAAP, less (b) the aggregate amount of liabilities (excluding liabilities that are subordinate to Rosenthal). Pursuant to an amendment to the Financing Agreement effective March 31, 2011, the tangible net worth requirement was lowered from $4,000,000 to $2,750,000; the working capital requirement of not less than $2,000,000 remained unchanged under the amendment. We maintained compliance with the covenants of the Financing Agreement, as amended, through the second quarter of Fiscal 2011. At September 30, 2011, the Company was no longer in compliance with the working capital requirement. On November 15, 2011, the Company entered into another amendment to the Financing Agreement, effective September 30, 2011, that lowered the working capital requirement from $2,000,000 to an amount not less than (i) $1,500,000 for the fiscal quarters ending September 30, 2011, December 31, 2011, March 31, 2012 and June 30, 2012; and (ii) $2,000,000, for the fiscal quarter ending September 30, 2012 and each fiscal quarter thereafter, provided, however that so long as the debt owed to First Niagara Bank is not classified as “long term liability” (as defined according to GAAP) at the end of any fiscal quarter ending on or after March, 31, 2012, the minimum Working Capital requirement for such fiscal quarter would be decreased by $500,000. Rosenthal charged the company a fee of $5,000 each for the March 31, 2011 amendment that lowered the tangible net worth requirement and the September 30, 2011 amendment that lowered the working capital requirement.

 

We incurred $41,000 in costs related to the Rosenthal Line of Credit. These costs were amortized over the term of the Rosenthal Line of Credit. We amortized $3,500 of these costs during both the First Quarter 2012 and the First Quarter 2011.

 

The amount outstanding on the Rosenthal Line of Credit at March 31, 2012 was $518,000 with $427,000 of this amount collateralized by accounts receivable at an interest rate of 8% and $91,000 collateralized by inventory at an interest rate of 9%. Additional loan availability was $183,000, for a total Loan Availability of $701,000 as of March 31, 2012.

 

The amount outstanding on the Rosenthal Line of Credit at December 31, 2011 was $397,000, with $361,000 of this amount outstanding collateralized by accounts receivable at an interest rate of 8% and $36,000 collateralized by inventory at an interest rate of 9%. Additional loan availability was $159,000, for a total Loan Availability of $556,000 as of December 31, 2011.

 

The Rosenthal Line of Credit was payable on demand and Rosenthal could terminate the Financing Agreement at any time by giving the Company 45 days advance written notice. On February 28, 2012, we gave Rosenthal written notice of non-renewal as provided under the Financing Agreement, and as a result, the Financing Agreement was scheduled to terminate on May 31, 2012. (See Part I, Item 1, Note F - Subsequent Events for information on refinancing activities).

 

First Niagara Bank Mortgage Consolidation Loan (“Mortgage Consolidation Loan”)

 

On February 23, 2011, we amended and extended our Mortgage Consolidation Loan with First Niagara Bank (“First Niagara”). The amended Mortgage Consolidation Loan has a maturity date of March 1, 2013, and has a 6-year (72 month) amortization. The principal amount of the amended Mortgage Consolidation Loan is $815,000 with a fixed interest rate of 8.25%. The monthly payment of principal and interest is $14,000 and payments commenced on March 1, 2011. We were required to make a $15,000 principal payment at the time of closing of the amended Mortgage Consolidation Loan. We also incurred approximately $2,000 in costs associated with this amendment, which were legal costs incurred by First Niagara and passed on to the Company. The unamortized balance of these costs was $1,000 as of March 31, 2012. The amended Mortgage Consolidation Loan continues to be secured by our facility in Kinderhook, New York as well as various pieces of machinery and equipment. All other terms of the Mortgage Consolidation Loan remain unchanged, including compliance with a covenant (measured monthly) to maintain a certain level of liquidity (defined as any combination of cash, marketable securities or borrowing availability under one or more credit facilities other than the Mortgage Consolidation Loan). As of the date of this report, we are in compliance with this covenant.

 

The balance on the Mortgage Consolidation Loan was $697,000 at March 31, 2012 and $725,000 at December 31, 2011. Interest expense recognized during the First Quarter 2012 was $14,000 and $18,000 for the First Quarter 2011.

 

Copier Leases

 

In May 2007, we purchased a copier through an equipment lease with RICOH in the amount of $17,000. The term of the lease is five years with an interest rate of 14.11%. The amount outstanding on this lease was $2,000 at March 31, 2012 and $3,000 at December 31, 2011.

 

In October 2010, we purchased a copier through an equipment lease with Marlin Leasing in the amount of $4,000. The term of the lease is two years with an interest rate of 14.46%. The amount outstanding on this lease was $1,000 at March 31, 2012 and $2,000 at December 31, 2011.

 

Debenture Financing

 

In August 2008, we completed an offering of Series A Debentures and received gross proceeds of $750,000. The net proceeds of the offering of Series A Debentures were $631,000 after $54,000 of placement agent fees and expenses, legal and accounting fees of $63,000 and $2,000 of state filing fees.

 

The Series A Debentures accrue interest at a rate of 10% per annum (payable by the Company semi-annually) and mature on August 1, 2012. As placement agent, Cantone Research, Inc. (“Cantone”) received a placement agent fee of $52,500, or 7% of the gross principal amount of Series A Debentures sold. In addition, we issued Cantone a four-year warrant to purchase 30,450 shares of the Company’s common stock at an exercise price of $0.37 per share (the closing price of the Company’s common shares on the date of closing) and a four-year warrant to purchase 44,550 shares of the Company’s common stock at an exercise price of $0.40 per share (the closing price of the Company’s common stock on the Series A Debentures completion date). All warrants issued to Cantone were immediately exercisable upon issuance. We registered the common shares underlying the Series A Debentures in a registration statement on Form S-3 filed with the SEC on April 15, 2009 and amended on May 5, 2009. On June 10, 2009, the SEC issued a notice of effectiveness related to this Form S-3, as amended.

 

We incurred $131,000 in expenses related to the offering, including $12,000 in expense related to warrants issued to Cantone. We amortized $8,000 of expense related to these debt issuance costs in both the First Quarter 2012 and the First Quarter 2011, of which less than $1,000 was share based payment expense related to the Cantone warrants. The unamortized balance was $11,000 as of March 31, 2012 and $19,000 as of December 31, 2011. We also had accrued interest expense related to the Series A Debentures of $13,000 at March 31, 2012 and $31,000 December 31, 2011. The Company recognized $19,000 in interest expense during both the First Quarter 2012 and the First Quarter 2011.